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State of Florida

Department of Financial Services

Request for Proposals (“RFP”)

Number DFS TR RFP 14/15-21

Third Party Administrator

Commodity 84121800 Securities and commodities markets services 84121500 Banking institutions

Respondents are cautioned and reminded to read carefully and respond precisely and fully to all information contained on Forms PUR 1000 and PUR 1001 which, except as modified by this RFP (which constitutes Special Conditions to PUR 1000 and PUR 1001) are incorporated and are attached as the cover sheets to this Request for Proposal as well as any requirements specified in the proposal itself. Under Florida law, a Request for Proposal may not be negotiated.

CAUTION: Respondents are advised that Respondents shall submit a redacted version of the Response if Respondent considers any portion of the documents, data or records submitted in response to this solicitation to be confidential, trade secret or otherwise not subject to disclosure pursuant to Chapter 119, F.S., the Florida Constitution or other authority. This redacted copy shall be clearly titled “Redacted Copy.” FAILURE TO PROVIDE A REDACTED VERSION WHEN CONFIDENTIALITY IS CLAIMED BY THE VENDOR MAY BE CAUSE FOR DETERMINATION OF NON-CONFORMANCE. FAILURE TO PROTECT A TRADE SECRET MAY CONSTITUTE A WAIVER OF ANY CLAIM OF CONFIDENTIALITY.

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TABLE OF CONTENTS SECTION 1. INTRODUCTION ............................................................................................... 4

1.1 Purpose ....................................................................................................................... 4

1.1.1 Abbreviations .............................................................................................................. 4

1.2 Solicitation Objective .................................................................................................. 4

1.3 Term ............................................................................................................................. 6

1.4 Definitions ................................................................................................................... 7

1.5 Special Accommodations........................................................................................... 8

1.6 Contact Person – Purchasing Agent ......................................................................... 8

SECTION 2. RFP PROCESS ............................................................................................. 8

2.1 General Overview of the RFP Process ...................................................................... 8

2.2 Timeline of Events ...................................................................................................... 9

2.3 Addenda to the RFP ...................................................................................................10

2.4 Contract Formation ....................................................................................................10

2.5 Disclosure of Response Contents ............................................................................10

2.6 Withdrawal of Response ...........................................................................................10

2.7 Diversity ......................................................................................................................10

SECTION 3. RESPONSE INSTRUCTIONS ......................................................................10

3.1 Purchasing Instructions and General Conditions ...................................................10

3.2 MFMP Registration.....................................................................................................11

3.3 Who May Respond .....................................................................................................11

3.4 How to Submit a Response .......................................................................................11

3.5 Cover Letter and Qualification Questions ................................................................13

3.6 Contents of Technical Response ..............................................................................14

3.7 Cost/Price Response (Separately Sealed) ................................................................16

3.8 Out-of State Preference Letter from Attorney ..........................................................17

3.8.1 Certifications ..............................................................................................................17

3.8.2 Financial Statements .................................................................................................17

3.8.3 Performance and Fidelity Bond ................................................................................17

3.9 Redacted Submissions ..............................................................................................18

3.10 Additional Information ...............................................................................................18

SECTION 4. SELECTION METHODOLOGY ....................................................................18

4.1 Basis of Award ...........................................................................................................18

4.2 Oral Presentations…………………………………………………………………………..19

4.3 Evaluation Criteria ........................................................... Error! Bookmark not defined.

4.3.1 Technical Response Evaluation ................................................................................20

4.3.2 Cost/Price Response Evaluation ..............................................................................21

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4.4 Response Evaluation .................................................................................................20

4.5 Identical Evaluations of Responses .........................................................................21

SECTION 5. Additional Solicitation Terms ....................................................................21

5.1 Insurance ....................................................................................................................21

5.2 Public Records ...........................................................................................................22

5.3 Modification of Terms ................................................................................................26

5.4 Electronic Accessibility .............................................................................................26

5.5 Limitation of Liability .................................................................................................26

5.6 Employment Eligibility Verification ..........................................................................28

5.7 Export Control ............................................................................................................28

5.8 Authorization of Business Third Parties to Access State Data .............................28

5.9 Functional Equivalents and Substitutions ...............................................................28

5.10 Scrutinized Companies Notice to Respondents ......................................................28

5.11 Law Enforcement Requirements ...............................................................................29

5.12 Eligible Users .............................................................................................................29

Attachments A – Statement of Work B – Service Questionnaire C – Cost/Price Response D – Client References E – Identical Tie Response Certification F – Opinion of Out-of-State Respondent’s Attorney on Bidding Preferences G –Standard Provider Contract H – Performance Standards I – Section 112.215, Florida Statutes Exhibits *For the exhibits when reviewing, RK should be replaced with TPA.

1. Actual Pay Center Deferral File 12. Plan Activity Report

2. Prebill File 13. DCP Number of Accounts Report

3. Final Payroll File 14. Net PART Change Report

4. Electronic PART Action Form (EPAF) 15. FRS Census File

5. EPAF Confirmation Report 16. Stop Deferral Report

6. EPAF Exception Report 17. Annual Performance Report

7. Account Summary File 18. Required Minimum Distribution Report

8. BOSP Eligible File 19. DCP Transaction Count

9. Monthly Valuation File (MOVAL) 20. Over Deferral Report

10. Plan Audit Report 21. Annual System Security Update

11. Plan Audit Report Responses 22. Payroll Schedule

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SECTION 1 INTRODUCTION 1.1 Purpose

Pursuant to section 287.057, Florida Statutes (”F.S.”), the State of Florida Department of Financial Services is seeking a five year contract with renewal options for a Third Party Administrator for its Multi-Investment Provider Deferred Compensation Program, for the State of Florida Internal Revenue Code 457(b) Deferred Compensation Program.

1.1.1 Abbreviations BDC - Bureau of Deferred Compensation. IRS – Internal Revenue Service

BOSP – Centralized Pay Center (Bureau of State Payrolls)

RFP – Request for Proposal

CFO – Chief Financial Officer MRD – Minimum Required Distribution

CSR – Customer Service Representative NC – Non-Centralized Pay Center

DC – Deferred Compensation OPS – Other Personnel Service

DCP – Deferred Compensation Program PA – Plan Administrator

DRO – Domestic Relations Order PART – Deferred Compensation Program Participant

DROP – Deferred Retirement Option Program

PSR – Plan Service Representative

EPAF – Electronic Participant Action Form TPA – Third Party Administrator

FAC – Florida Administrative Code SBA – State Board of Administration

FRS – Florida Retirement System SOF – State Of Florida

IP – Investment Provider SSN – Social Security Number

IRC – Internal Revenue Code VBS – Vendor Bid System

1.2 Solicitation Objective

The Third Party Administrator will be a daily collection hub of participant demographic and financial information from five investment providers and the State’s Bureau of Deferred Compensation. The Third Party Administrator will create payroll files and provide reporting to the State of Florida Deferred Compensation Office. The Third Party Administrator will provide payroll files to and receive payroll files from 16 different pay centers and investment providers. The TPA will make available to the 14-member BDC staff access to the TPA system to enter PART enrollment and changes, create reports, and view PART information and transaction history. The Third Party Administrator may also utilize the participant information received by the investment providers to create and populate the State of Florida Deferred Compensation website. The Third Party Administrator will not be responsible for participant statements, investment products and education, or have contact with PARTs. The DCP is governed by section 112.215, F.S., and Rule Chapter 69C-6, Florida Administrative Code. The State of Florida, through the Chief Financial Officer, implemented the DCP in January 1982. Presently, the DCP has approximately $3.5 billion in assets, over eighty thousand (80,000) PART accounts, and five (5) investment provider (IP) companies offering fixed accounts, savings deposit accounts, and mutual funds. Currently, there are over 100 investment options on the TPA systems platform. There is one brokerage firm channeled through Nationwide Retirement Solutions (one of the five IP companies)

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portal offering individual stocks, ETF options, and bonds. The investments at Schwab are not on the TPA system. There are approximately 106,000 full-time employees of the State of Florida eligible to participate in the DCP. The majority of PARTs are under one State of Florida centralized state payroll system; however, there are sixteen (16) non-centralized pay centers (including public universities) currently participating in the DCP. Currently, three of the non-centralized pay centers are manual versus automated (BDC is working toward a automated process). The DCP has its own pay center called Deferred Compensation Home Base (DCHB). The State of Florida DCP web address is www.myfloridadeferredcomp.com. The State IRC 457(b) program accepts employee deferrals only through employers; both centralized and non-centralized. There are only two types of pay frequencies: monthly and bi-weekly. Rollovers from other pre-tax Programs 401(k), 401(a), 403(b), and traditional IRAs are accepted. The different types of pre-tax retirement money rolled into the DCP must be separately identified. Legislation authorizing establishment of the DCP, pursuant to section 112.215, F.S., requires the Program to be self funded and fees for such funding be paid for by the IPs. The contract resulting from this RFP may be subject to modification by applicable revisions of the Florida statutes and the DCP Rule 69C-6.003(4), F.A.C. The DCP's rules and procedures may be revised in the future. Such revision will not negate the applicability of such revised rules and procedures to agreements and duties under this RFP. The current IP contracts with the CFO in the State of Florida 457(b) Program expire December 31, 2016. The Investment Providers are Empower Retirement, Voya, Nationwide, T. Rowe Price & Associates, VALIC, and Charles Schwab channeled through Nationwide’s portal. All PART information is confidential and exempt from the provisions of section 119.07(1), F.S.

Deferred Compensation Program Summary

Program Feature Description

Type of Program IRC 457(b) Deferred Compensation Program.

Eligibility

Persons, who are appointed, elected, or under contract, and who provide a service for the State of Florida, for which compensation or statutory fees are paid by a Florida governmental employer are eligible. The State of Florida DCP is also currently available to employees of the State Board of Administration, Tri-County Commuter Rail Authority, Suwannee River Water Management District, Division of Rehabilitation and Liquidation, and State Universities.

Deferrals Made by eligible government employees. No deferrals are made by employers at this time, however employer contributions will be

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accepted when made.

PART Directed Yes

Investment Options

Comply with the DCP Investment Policy. Investments are offered by the five IPs and an online brokerage firm channeled through Nationwide.

Investment Provider Responsibility

Private sector investment companies are approved and contracted by the Department, to provide investment products, communication, education, PART statements, distributions, enrollments, custom websites, and customer service representatives.

In-service Withdrawals

As authorized by IRC 457(b)

Loans As authorized by IRC 457(b)

Vesting Upon enrollment

Fees No administrative fees are charged to PART. Reasonable investment management expenses are permitted by the IP’s.

Required Minimum Distribution

As authorized by IRC 457(b)

Rollovers Permitted

Payout Options Yes. As authorized by IRC 457(b).

De Minimus Distributions

Permitted (not required).

Death Benefits PART’s account balance or as assigned by the Program Document.

Investment Advice

Offered by Empower Retirement, Voya and Nationwide for an extra cost to the PART.

1.3 Term

The initial term of the contract will be five (5) years with up to five (5) renewal years, more specifically described in the contract that results from this RFP (”Contract”). The Contract may be renewed in whole or in part for a period that will not exceed the total available renewal years, at the renewal pricing specified in the final RFP Response and the Contract.

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1.4 Definitions The following definitions apply to this RFP, in addition to the definitions in the PUR 1000 and PUR 1001 which are described in RFP section 3.1. Additional definitions specific to the solicitation can be found in section 6.1 of the Statement of Work, which is attached as Attachment A.

1) Business Days - include Monday through Friday, except for holidays declared and observed by the state government of Florida. “Day” means business day (defined as the Department’s normal working hours) unless otherwise described.

2) Confidential Information - Any portion of the RFP or a Respondent’s

documents, data, or records disclosed relating to its Response that is not subject to disclosure pursuant to Chapter 119, F.S, the Florida Constitution, or any other state or federal authority.

3) Contract - The agreement that results from this competitive procurement, if any, between the Department and the vendor identified as providing the best value to the State. (This definition replaces the definition in the PUR 1000.) 4) Contractor(s) - The Respondent(s) that will be awarded a Contract pursuant to this solicitation.

5) Mandatory Requirements - Means that the Department has established certain requirements with respect to Responses to be submitted by Respondents. The use of “shall” or “will” (except to indicate simple futurity) or “must” in this solicitation indicates compliance is mandatory. Failure to meet mandatory requirements will cause rejection of the Request for Proposals Response or termination of the Contract. 6) Minor Irregularity - Used in the context of this solicitation and Contract, indicates a variation from the Response terms and conditions that does not affect the price of the Request for Proposals, does not give the Respondent an advantage or benefit not enjoyed by other Respondents, or does not adversely impact the interests of the Department. 7) Response - The materials submitted to the Department in accordance with the RFP by vendors qualified to respond. The solicitation Response may be referred to as Reply or Proposal.

8) State Data - means any data or information of or concerning the State or Department of Financial Services, Bureau of Deferred Compensation that is provided to or obtained from the Department by the Contractor or Contractor personnel in connection with the execution of the Contract or the performance of the Contractor’s obligations under the Contract, including any such data and information that either (i) is collected or processed by Contractor personnel in the performance of the Contractor’s obligations under the Contract, including data processing input and output, performance measurements, asset information, reports, third party service and product contracts, and the Contractor’s charges to the Department, or (ii) resides in or is accessed through the Department’s operating environment or the Contractor’s Service delivery infrastructure; as well as any data and information derived from the foregoing.

1.5 Special Accommodations

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Any person requiring a special accommodation due to a disability should contact the Department’s Purchasing Agent. Requests for accommodation for meetings must be made at least five workdays prior to the meeting.

1.6 Contact Person – Purchasing Agent Refer ALL inquiries to the Purchasing Agent/Procurement Officer. The Purchasing Agent is the sole point of contact from the date of release of this RFP until selection of a successful Respondent. All procedural questions and requests for clarification of this solicitation shall be submitted in writing to: Department of Financial Services Attn: Gloriann McInnis, Purchasing Services 200 E. Gaines Street, Larson Building Tallahassee, FL 32399-0317 Fax: 850-487-2389 Between the release of the solicitation and the end of the 72-hour period following the agency posting of the notice of intended award, excluding Saturdays, Sundays, and state holidays, Respondents to this solicitation or persons acting on their behalf shall not contact any employee or officer of the executive or legislative branch concerning any aspect of this solicitation, except in writing to the Purchasing Agent as provided in the solicitation documents. Violation of this provision may be grounds for rejecting a Response.

The Department will not talk to any vendors or their agents regarding a pending solicitation. Please note that questions will NOT be answered via telephone. Responses to questions posed to the Purchasing Agent in writing will be posted on the Vendor Bid System (”VBS”) website, at http://myflorida.com/apps/vbs/vbs_www.main_menu (modifies PUR 1001-5).

SECTION 2. RFP PROCESS 2.1 General Overview of the RFP Process

The RFP is a method of competitively soliciting a commodity or contractual service under Chapter 287, F. S. The Department posts an RFP on the VBS to initiate the process. The RFP will initially be posted where Vendors can view and download all information. Vendors can submit formal questions in writing to the Purchasing Agent by the date listed in the timeline of events below. Once the Department posts the answers to the questions, Vendors may begin submitting Responses as indicated in section 3.4. Submission earlier than ten (10) days before the Responses are due is not recommended since the Department may post additional addenda. Responses must be submitted by the deadline listed in the timeline of events below. The Department will open the Responses in a public meeting. Prices will not be read at the RFP Opening. Responses must satisfy certain mandatory minimum requirements in order to proceed into the detailed evaluation phase. All Proposals will be reviewed for compliance with these mandatory minimum requirements. Evaluators will verify that all mandatory technical requirements are met and addressed. Responses that meet these requirements will be accepted into a detailed evaluation phase. During the Evaluation Phase, the Department will evaluate all responsive and responsible Responses against the evaluation criteria set forth in this RFP. The Department will then post a notice of intent to award on the VBS.

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2.2 Timeline of Events 2.2.1 The following schedule will be strictly adhered to in all actions relative to this solicitation.

The Department reserves the right to make adjustments to this schedule and will notify participants in the solicitation by posting an addendum on VBS. It is the responsibility of the Respondents to check VBS on a regular basis for such updates.

2.2.2 The Department may not proceed with a contract award if a conflict of interest is based

upon the vendor gaining an unfair competitive advantage. Consequently, a vendor who holds the existing contract for substantially the same or functionally equivalent services or products (incumbent vendor) or a vendor who develops a feasibility-type program for implementation according to section 287.057(17), F.S., must, prior to the Department’s issuance of a solicitation or if discovered after solicitation posting, before solicitation response to Questions provide all documentation supporting a non-proprietary description of the technical and service requirements for migrating to the technical functionality of this solicitation to a new provider; and further, if requested by the Department, provide a mitigation plan with its solicitation response. The purpose of this requirement for the incumbent who seeks to respond to this solicitation is (1) to ensure that prospective Respondents have access to information necessary to respond to the solicitation and participate in negotiation without an unfair competitive disadvantage, and (2) because mitigation of an unfair competitive disadvantage is mandated by section 287.057(17), F.S. If such documentation is not provided with the solicitation Response, the Response, may be deemed nonconforming or the Department may subtract evaluation points from the evaluation of the vendor’s Response for failure to provide timely mitigation and migration functionality documentation.

Timeline of Events

Event Time

Eastern

Time (”ET”)

Event Date

RFP posted on the VBS N/A 7/23/15

Deadline to submit questions to DFS Purchasing Agent. 5 PM

8/6/15

Department’s anticipated posting dated for answers to Respondents’

questions on VBS. N/A

8/10/15

Deadline to submit responses and all required documents to the

Department.

3 PM

9/1/15

Response opening.

200 East Gaines Street, Tallahassee, FL - Larson Building.

3 PM

9/1/15

Anticipated date to post Notice of Intent to Award.

N/A

9/21/15

Anticipated contract start date.

N/A

10/28/15

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2.3 Addenda to the RFP

The Department reserves the right to modify this RFP by issuing addenda. Addenda will be posted on VBS. It is the Respondent’s responsibility to check for any changes.

2.4 Contract Formation The Department will enter into a Contract with the Respondent awarded pursuant to section 4.1. The Department objects to and shall not consider any additional terms or conditions submitted by a Respondent, including any appearing in documents attached as part of a Respondent’s Response, except those identified in the Contract. In submitting a Response, a Respondent agrees that any additional terms or conditions, whether submitted intentionally or inadvertently, shall have no force or effect. If there are any perceived inconsistencies among any of the provisions of the RFP and its attachments, Respondents shall bring these inconsistencies to the attention of the Department prior to the submission of the Response. The Department will coordinate a contract for signature, substantially in the form attached as Attachment G, with only such non-substantive changes therein as shall be necessary to the orderly administration of the contract, between the Department and successful Respondent, who will be the Contractor, that incorporates this solicitation and the Respondent’s Price Response as soon as possible after the posting of the notice of award. The Contract, Attachment G, after execution by the parties, will take precedence over the RFP document. The contract that results from this solicitation will be posted on the Internet Florida Accountability Contract Tracking System (”FACTS”) according to the state’s Transparency Act. The Department is not bound to enter into a contract with the winning Respondent unless the Department determines that the Response contains conditions and price that it considers fair, competitive, and reasonable.

2.5 Disclosure of Response Contents All documentation produced as part of the RFP will become the property of the Department and will not be returned to the Respondent unless it is withdrawn prior to the Response opening in accordance with section 2.6. Responses are subject to section 119.071(1), F.S.

2.6 Withdrawal of Response

Respondents may modify a Response at any time prior to the Response due date. Respondents can withdraw or replace bid by contacting the Purchasing Agent/Procurement Officer referenced in Section 1.6.

2.7 Diversity

The Department is dedicated to fostering the continued development and economic growth of small, minority-, veteran-, and women-owned businesses. Participation of a diverse group of Respondents doing business with the State is central to the Department’s effort. To this end, small, minority-, veteran-, and women-owned business enterprises are encouraged to participate in the State’s procurement process as both prime Respondents and subcontractors under prime contracts.

SECTION 3. RESPONSE INSTRUCTIONS 3.1 Purchasing Instructions and General Conditions

Respondents are cautioned and reminded to read carefully and respond precisely and fully to all information contained on Forms PUR 1000 and PUR 1001 which, except as

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modified by this RFP (which constitutes Special Conditions to PUR 1000 and PUR 1001) are incorporated herein. Form PUR 1001, General Instructions to Respondents, and PUR Form 1000, General Conditions, except as modified by these Special Conditions, are incorporated and are attached or available online at http://dms.myflorida.com/business_operations/state_purchasing/documents_forms_references_resources/purchasing_forms. The requirements of this RFP including the attached contract form shall be considered special conditions or special instructions for purposes of superseding the provisions of PUR 1000 and PUR 1001 in compliance with Rule 60A-1.002(7), Florida Administrative Code (“F.A.C. “). Inapplicable Provisions of PUR 1000 General Conditions: The following provisions found in the PUR 1000, attached in the VBS, are not applicable to this RFP:

Section 2. Purchase Orders, omit the first three sentences;

Section 4. Price Changes Applicable only to Term Contracts is hereby amended to remove subsection (b), Best Pricing Offer and (e), Equitable Adjustment.

Section 27. Purchase Order Duration

Section 43. Cooperative Purchasing

3.2 MFMP Registration Respondents must, by the time the contract is signed, have a current vendor registration and be active within the MyFloridaMarketPlace (“MFMP“) Vendor Information Portal at https://vendor.myfloridamarketplace.com/. Unless exempted under Rule 60A-1.030-.032, F.A.C., each vendor doing business with the State of Florida shall submit reports and be assessed a Transaction Fee of one percent (1.0%), on its payments under a Contract, which must be remitted within forty (40) days after receipt of payment for which such fees are due or the vendor shall pay interest at the rate established under section 55.03(1), F.S., on the unpaid balance from the expiration of the 40-day period until the fees are remitted. (see PUR 1000-14 and http://www.myfloridacfo.com/Division/AA/Vendors/default.htm).

3.3 Who May Respond The Department will evaluate Responses from responsive and responsible Third Party Administrators for its Multi-Investment Provider Deferred Compensation Program who meet the mandatory requirements. Respondents must meet the mandatory criteria listed in section 3.5, and must answer “yes” to the qualifications questions in order to be considered for award.

3.4 How to Submit a Response The Department is not liable for any cost incurred by a Respondent in responding to this solicitation. The Respondent is required to examine carefully the contents of the solicitation and be thoroughly informed regarding all of its requirements.

The objective of this solicitation is to elicit firm contractual offers subject to the Department's acceptance. For a Response to be responsive the Respondent must be committed to enter into a contract based on this RFP and the Respondent's Response. If a Response contains language which withdraws or negates commitments to requirements of the RFP, or qualifies the Response such that it is not a firm offer to

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contract under terms consistent with the requirements of this RFP, the submission shall be subject to being deemed nonresponsive and rejected. Respondents are cautioned to carefully proofread responses to ensure the removal of boilerplate disclaimers which have the effect of negating commitments made elsewhere in the Response. Respondents must answer the qualification questions listed in section 3.5 in order to be able to submit a Response. Responses that fail to submit all required information will be deemed nonresponsive. Prepare Responses simply and economically, providing a straightforward, concise delineation of the contractor’s capabilities to satisfy the requirements of this RFP. The emphasis of each Response is to be on completeness and clarity of content.

Respondents are responsible for submitting their Responses by the date and time specified in section 2.2.1 of this solicitation. The Department will not consider late Responses. The Sealed Response must be received in the Purchasing Office at 200 East Gaines Street, Larson Bldg. Purchasing Services – Room B-24, Tallahassee, FL 32399-0317 by the deadline listed in the Timeline in section 2.2.1 All responses received by the deadline will be opened in the Purchasing Office at that time. Mark the Response package clearly on the outside with: RESPONSE NUMBER DFS TR RFP 14/15-21, DATE AND TIME OF RESPONSE OPENING, number of binders (as described below). Provide one (1) original, six (6) duplicate paper copies of the Response. (This submission requirement replaces the submission instructions in PUR 1001-3. Submit two (2) digital copies that do not contain the Cost/Price Response.

a) The "original" Response will contain the originals of any documents required to be

signed as part of the Response submission (e.g., the original signed cover letter). The original Response as submitted should bear the following printed information on both its outside front cover and on its spine:

• Respondents exact legal name, in which name of the contract would be awarded • Response regarding RFP # ____ • ORIGINAL, Binder __ of __

b) Include with the copies of the Response, photocopies of signed documents. Bind

each copy in a 3-ring binder(s) just as the original, with a complete and exact duplicate of the original. For each copy, all sections may be contained in one binder clearly labeled at each section and tab. Each copy of the Response should bear the following printed information on both its outside front cover, and on its spine:

• Respondents exact legal name, in which name of the contract would be awarded • Response regarding RFP # ____ • Copy # ___, Binder __ of __

Also, Respondent shall submit a redacted version of the Response if Respondent considers any portion of the documents, data or records submitted in reply to this solicitation to be confidential, trade secret or otherwise not subject to disclosure pursuant to Chapter 119, F. S., the Florida Constitution or other authority. Together with the unredacted version labeled and submitted confidentially, Respondent must also simultaneously provide the Department with a separate redacted copy of its Response. This redacted copy shall contain the Department’s solicitation name, number, and the

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name of the Respondent on the cover, and shall be clearly titled “Redacted Copy.” See RFP section 3.9. Failure to provide a redacted version when confidentiality is claimed by the Respondent may be cause for determination of nonconformance. RESPONDENTS SHALL NOT MARK THE ENTIRE RESPONSE AS TRADE SECRET. ANY RESPONSE SO MARKED WILL NOT BE CONSIDERED. Any responses to Department requests for, or questions about, security of a proposed technology system to be used by the Department, or information subject to sections 119.071(1)(f) and (3), F.S., must be: (1) REDACTED in the redacted version of the Respondent’s response and (2) must be maintained in confidence. The digital copies will need to have highlighted in yellow the specific unredacted Response content that is REDACTED from the redacted version of the Response.

c) Communications. No negotiations, decisions, or actions shall be initiated or

executed by the Respondent as a result of any discussion with any Department employee. Only communications which are in writing from the Department may be considered as duly authorized communications on behalf of the Department. During selection, the respondent, its agents and employees will not engage in any written or verbal communication with any Department employee whether or not such individual is assisting in the selection of the Respondent, regarding the merits of the Respondent or whether the Department should retain or select the Respondent. The Respondent will not engage in any lobbying efforts or other attempts to influence the Department or the evaluation team in an effort to be selected. The selection period shall begin according to the Timetable in section 2.2.

3.5 Cover Letter and Qualification Questions

The cover transmittal letter shall be on the letterhead of the entity submitting the Response. The letter shall be addressed to the Department's Purchasing Agent, must be dated, and signed by an individual who has the authority to bind the Respondent. The Respondent must state that it agrees to each of the Department's mandatory technical requirements of this RFP to qualify for selection under this RFP. Respondents will submit a Yes/No Response to the following Qualification Questions with their cover letter. A Respondent must meet the qualifications identified in the following Qualification Questions in order to be considered for award. The Department will not evaluate Responses from Respondents who answer “No” to any of the Qualification Questions.

a) Does Respondent certify that the person submitting the Response is authorized to respond to this RFP on Respondent’s behalf?

b) Does Respondent certify that it is not a Discriminatory Vendor or Convicted Vendor as defined in sections 7 and 8 of the PUR 1001?

c) Does Respondent certify compliance with section 9 of the PUR 1001, regarding representations?

d) Does Respondent certify that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List as described in section 5.10.

e) Does the Respondent agree to not seek indemnification from the Department for any costs or services?

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f) Does the Respondent meet the requirements for Insurance as outlined in section 5.1 of this RFP?

g) Does the Respondent meet the requirements for designating Key Personnel according to RFP section 3.6 subsection 2 d) 2?

h) Did the Respondent submit a separately sealed cost or Cost/Price Response

(Attachment C) per the instructions in section 3.7? Responses shall be considered nonresponsive if they contain disclaimers in either a technical or price Response that the Response is for evaluation purposes only and should not be interpreted as a binding offer or commitment on the part of a Respondent. Including alternate provisions or conditions to this solicitation that are not consistent with the primary goals of the solicitation may result in the Response being deemed nonresponsive to the solicitation. The Department may consider a failure to comply with each of the requirements listed above to be grounds for disqualification, which may result in the response being deemed nonresponsive and receive no further consideration in this RFP process.

3.6 Contents of Technical Response

Respondents are encouraged to minimize redundancy and provide concise responses. Respondents should present a straightforward description of services to be provided and capabilities to satisfy the requirements of this RFP. Responses are to be organized in sections as directed below. Respondents shall complete each section entirely or the Respondent may be deemed nonresponsive. Conditions and specifications which are considered mandatory requirements are expressed with the word “shall” or “must” in the description of the requirement. Responses that fail to demonstrate both willingness and ability to comply with such a condition or specification will be considered non-responsive and will be disqualified. The Response shall be organized as follows: Section 1 Company Information Section 1 shall contain the following information:

a) Company name and address(es). b) The company’s principal place of business. Provide a summary of the Respondent’s locations and staffing. All staff assigned by Contractor to work on the Project will perform its duties primarily at designated Project facilities in Florida, unless otherwise authorized by the Department. Without limiting the generality of the foregoing, Key Personnel will primarily work on-site at the project facilities described in the Project Plan in the form accepted by the Department. c) An executive summary of the Respondent’s Response. No pricing information should be included in the executive summary.

d) A copy of its registration with the Department of State which authorizes the company to do business in Florida.

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Section 2 Experience and Ability to provide Third Party Administrator Services for DCP Multi-Investment Provider for the State of Florida Internal Revenue Code 457(b) Deferred Compensation Program Section 2 shall contain the following information:

a) Brief history of the company. b) Company’s organizational chart. c) Prior work experience with similar contracts or services for Record

Services for DCP. d) Identification of Key Personnel

1. Respondent must provide the names and title of each individual who will be engaged in this project. Include a description of the functions and responsibilities of each key person relative to the task to be performed.

2. Respondent must include a listing of all persons who will work on

this project together with their experience and qualifications. All of Respondent(s) personnel assigned to this project will be subject to the Department’s approval. As part of the Minimum Qualifications, the Respondent will designate specific members of the project team considered to be essential to the services to be provided as Key Personnel. Key personnel will be those assigned to agreed-upon key roles. Key roles should be defined within the proposed organizational structure and fulfill the minimum Mandatory Requirement of a designated support team for the Services. The Department requires that the Respondent’s Contract Manager is on the designated key personnel list. Key personnel will have staff trained as backups to step in and run the project without any delays or errors in the DCP.

Section 3 References – Attachment D Respondents shall identify at least three (3) references from businesses or governmental agencies that the Respondent has provided services of similar scope and size to the services identified in the RFP. The Department reserves the right to contact the Respondent’s reference regarding the services provided. The References provided in a Response will not become part of the Contract. Confidential clients shall not be included. References shall pertain to current and ongoing services. References shall not be given by:

• Persons currently or formerly employed or supervised by the Respondent or its affiliates.

• Board members within the Respondent’s organization. • Relatives of any of the above.

Each reference should include the following information:

a. The name of the business reference or entity, contact name, address, phone number, and e-mail address.

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b. List specific information the Respondent should supply related to work with references, such as type of work, amount of work, dollar amount, etc.

Section 4 Disputes Respondents shall identify all contract disputes Respondent (including its affiliates, subcontractors, agents, etc.) has had with any customer within the last five years related to contracts under which Respondent provided(s) commodities and/or services in the continental United States on an organizational or enterprise level, which may or has impacted your ability to provide the services described in this solicitation, or which resulted in any judicial or quasi-judicial action to which you have been a party. The term “contract disputes” means any circumstance involving the performance or non-performance of a contractual obligation that resulted in any of the following actions:

• Identification by the contract customer that Respondent was in default or breach of a duty or performance under the contract; • An issuance of a notice of default or breach; • The institution of any judicial or quasi-judicial action against Respondent as a result of the alleged default or defect in performance; or • The assessment of any fines or direct, consequential or liquidated damages under such contracts.

For each dispute, Respondent shall list the following information:

a. Identify the contract to which the dispute related; b. Explain what the dispute related to; and c. Explain whether and how dispute was resolved.

Section 5 Qualifications and Technical Specifications This section shall contain the mandatory minimum qualifications (“Minimum Qualifications”) listed in Section 6.2 Attachment A and the responses to Attachment B, Service Questionnaire labeled in the order in which they are numbered in.

Section 6 Optional Forms Identical Tie Response -Attachment E Whenever identical solicitation Response points are received, preference shall be given to the Response certifying in accordance with Rule 60A-1.011, F.A.C. See RFP section 3.8.1 for the preference letter that is mandatory when applicable. It is optional to include an Identical Tie Response Form attached as Attachment F if applicable to the Respondent. The Identical Tie Response Certification will not become part of the Contract.

3.7 Cost/Price Response (Separately Sealed) The Cost/Price Response, Attachment C, must include the price proposed and a signature by an authorized representative of the Respondent.

Provide with the Price Response a worksheet that states: a. Price, which must be specified in the Response; b. If the Department contemplates renewal of the contract, the price for each year for which the contract may be renewed; and c. Consideration of the total cost for each year of the contract, including renewal years, as submitted by the Respondent. d. Consideration of Pricing for Enhanced Services

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e. Customization of Services

3.8 Out-of State Preference Letter from Attorney - Attachment F As required by section 287.084, F.S., any Respondent who stated in section 3.6 that its “principal place of business” is outside of this state must submit with its Response a written opinion of an attorney at law, licensed to practice law in that foreign state, that contains information explaining the preferences, any or none, granted by the law of that state to its own business entities whose principal place(s) of business are in that foreign state in the letting of any or all public contracts. For the purpose of this RFP, “principal place of business” means the state in which the Respondent’s high level officers direct, control, and coordinate the Respondent’s activities. A form letter is provided as Attachment F to the RFP. If the Respondent’s principal place of business is in Florida, please provide a statement to that effect.

3.8.1 Certifications In the event that the Department’s evaluation results in identical evaluation results of Responses, the Department will select a Respondent based on the criteria identified in Rule 60A-1.011, F. A.C. Please provide the Identical Tie Response Certification, Attachment E according to RFP section 3.6.

3.8.2 Financial Statements Include independent evidence of sufficient financial resources and stability for Proposer(s) to provide the services sought, such as audited financial statements that include balance sheets and income statements. Financial statements will not become part of the final Contract. SAE16 reports are acceptable.

3.8.3 Performance and Fidelity Bond

Before the effective date of the contract, the Third Party Administrator must furnish a Performance Bond or Letter of Credit written by an insurance company having a certificate of authority to do business within the State of Florida. The Performance Bond or Letter of Credit shall contain a specific provision for the payment to the Chief Financial Officer on behalf of the State, of liquidated damages in the amount of $500,000.00) in the event that the Third Party Administrator is terminated for cause, to compensate the Plan Administrator for damages and expenses incurred. As an alternative, the Investment Provider may deposit $500,000 in the State Treasury Cash Deposit Trust Fund for this purpose. Funds placed in this trust fund will earn interest for the Investment Provider. The Third Party Administrator shall, as of the contract effective date and at all times during the contract term, maintain a fidelity bond or cash deposit with the State Treasury in the amount of 10% of Plan assets at the end of each calendar year. The fidelity bond will ensure against crime, including computer crime and must be issued by an insurer holding a valid certificate of authority from the Florida Office of Insurance Regulation. The bond must provide coverage against intentional acts as well as negligent acts or omissions in connection with its activities under the Contract and shall name the Department as an additional named insured. The fidelity bond must be made available for inspection by the Plan Administrator, and shall not be changed, cancelled, or altered without express written approval by the Department. The TPA will be responsible for paying the deductible.

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3.9 Redacted Submissions The following subsection supplements section 19 of the PUR 1001. If Respondent considers any portion of the documents, data or records submitted in response to this solicitation to be confidential, proprietary, trade secret or otherwise not subject to disclosure pursuant to Chapter 119, F. S., the Florida Constitution, or other authority, Respondent must mark the document as “Unredacted version – contains Confidential information”, place such information in an encrypted electronic form or a sealed separate envelope, and simultaneously provide the Department with a separate redacted copy of its response and briefly describe in writing the grounds for claiming exemption from the public records law, including the specific statutory citation for such exemption. This redacted copy shall contain the Department’s solicitation name, number, and the name of the Respondent on the cover, and shall be clearly titled “Redacted Copy.” The Redacted Copy should only redact those portions of material that the Contractor claims are confidential, proprietary, trade secret or otherwise not subject to disclosure. The Department will follow the procedures identified in RFP section 5.2, Public Records, if the Department receives a request for confidential trade secret information that has been clearly identified as such, in writing by the Respondent. By submitting a Response, the Respondent agrees to protect, defend, and indemnify the Department for any and all claims arising from or relating to the Respondent’s determination that the redacted portions of its Response are confidential, proprietary, trade secret, or otherwise not subject to disclosure. If Respondent fails to submit a redacted copy of information it claims is confidential, the Department is authorized to produce the entire document, data, or records submitted to the Department in answer to a public records request for these records.

3.10 Additional Information

By submitting a Response, Respondent certifies that it agrees to and satisfies all criteria specified in the RFP. The Department may request, and Respondent shall provide, supporting information or documentation. Failure to supply supporting information or documentation as required and requested may result in disqualification of the Response.

SECTION 4. SELECTION METHODOLOGY 4.1 Basis of Award

A contract(s) will be awarded to the responsible and responsive Respondent(s) whose Response is assessed as providing the best value to the State by using the evaluation criteria listed in section 4.3. The Department will consider the total cost for each year of the Contract, including renewal years as submitted by the Respondent.

The Department reserves the right to accept or reject any and all offers, or separable portions, and to waive any minor irregularity, technicality, or omission if the Department determines that doing so will serve the best interest of the state. The Department has the right to use any or all ideas or adaptations of the ideas presented in any Response. Selection or rejection of a Response will not affect this right. Responses that do not meet all requirements, specifications, terms, and conditions of the solicitation or fail to provide all required information, documents, or materials may be rejected as not responsive. Respondents whose responses, past performance, or current status do not reflect the capability, integrity, or reliability to fully and in good faith perform the requirements of a contract may be rejected. The Department may request additional information pertaining to the Respondent’s ability and qualifications to accomplish all services described in this RFP as deemed necessary during the RFP or

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after contract award. Failure to provide the additional requested information may result in rejection of the Response.

4.2 Oral Presentations The Department may, at its sole discretion, request oral presentations from any or all proposers. Oral presentations will not be separately scored, and may be conducted face-to-face, via telephone or webinar at the sole discretion of the Department. The Purchasing Office will coordinate and conduct the presentations.

4.3 Evaluation Criteria Responses shall be opened on the date and at the location indicated on the Timeline. Respondents may attend, but they are not required to do so. The Department will not announce prices or release other materials pursuant to section 119.071(1)(b), F.S. An evaluation team, appointed in writing by the Department, will evaluate the Responses. Each member will evaluate the technical Response independently of the others. Responses must satisfy certain mandatory minimum requirements, identified in RFP section 3.5 and 6.2, in order to proceed into the detailed evaluation phase. WARNING: Responses that fail to meet these mandatory minimum requirements will be rejected and considered no further in the evaluation process. The Department reserves the right to ask responsive and responsible vendors to demonstrate their proposed solution to the Department. After demonstrations, the Department will evaluate all responsive and responsible Responses against the evaluation criteria set forth in this RFP, and rank the written response and demonstration of each Respondent against the evaluation criteria set forth in this RFP.

Evaluators will use a scale of 1-5 for evaluating each item within a category. The proposal with the highest evaluator score for a category will receive the highest point total available for that category. The other proposals will receive a fraction of the total points based on the ratio of the proposal’s evaluator score for the category to the evaluator score of the top scoring proposal, multiplied by the total points available for the category. (Ex. If a proposal has the highest score for category A. Experience and Ability, with a total point value of 25 points and their evaluator score was 21 out of 25, they would receive the highest number of points available, or 25 points. If the next highest proposal received an evaluator score of 18, they would have their score divided by the highest score to get their ratio, 18/21=.8571 times the total points available for the category .8571*15=12.8565 rounded up to 13 points.) Note: Each item within a category is worth equal weight. This method is not intended to tier proposals for each category, instead it is meant to simplify the scoring of each category.

A. Experience and Ability (Attachment B Section 10.1.1 – 10.1.2.6) 15

B. Third Party Administrator System Requirements (Section 10.2.1 – 10.2.3) 15

C. Conversion and Implementation (Section 10.3.1 – 10.3.2) 20

D. Standards and Specifications (Section 10.4.1) 20

E. Optional Enhanced Services (Section 10.5.1 – 10.5.2) 10

F. Additional Proposer Information (Section 10.6) 40

G. Cost Proposal (Attachment C) 65

TOTAL 185

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Evaluators will not be scoring The Price Proposal. The Price Proposal will be evaluated separately by the Purchasing Office.

4.3.1 Technical Response Evaluation

A. Experience and Ability (See RFP 3.6 sections 2 and 4, Attachment B Section 10.1.1 – 10.1.2.6)

Evaluation of the Respondent’s experience and ability to provide service will be based upon information contained in the entire response, but primarily on the information contained in Attachment B Section 10.1.1 – 10.1.2.5 of the Response. B. Third Party Administrator System Requirements (See Attachment B Section

10.2.1 – 10.2.3) Evaluation of the Respondent’s Third Party Administrator System Requirements will be based upon information contained in Attachment B Section 10.2.1 – 10.2.3 of the Response.

C. Conversion and Implementation (Attachment B Section 10.3.1 – 10.3.2) Evaluation of the Respondent’s Conversion and Implementation will be based upon information contained in Attachment B Section 10.3.1 – 10.3.2) of the Response. D. Standards and Specifications (Attachment B Section 10.4.1) Evaluation of the Respondent’s Standards and Specifications will be based upon information contained in Attachment B Section 10.4.1) of the Response.

E. Optional Enhanced Services (Attachment B Section 10.5.1 – 10.5.2)

Evaluation of the Respondent’s Optional Enhanced Services will be based upon information contained in Attachment B Section 10.5.1 – 10.5.2 of the Response.

• Forty (40) hours per month of manual record keeping services above the manual TPA process included in the RFP

• Loan File Exchange • DCP Transaction Count • Deferred Compensation Plan Website • NAGDCA Survey • Ad hoc reports designed and generated as desired by the BDC

F. Additional Proposer Information (Attachment B Section 10.6) Evaluation of the Respondent’s Customization of Services will be based upon information contained in Attachment B Section 10.6 Question 5 of the Response.

4.3.2 Cost/Price Response Evaluation

The Purchasing Agent will open Attachment C, the Price/Cost Responses and they will be evaluated separately. The Price Proposal will be evaluated from pricing indicated on Attachment C “Cost/Price Response” using the formula (Lowest Cost / Respondent’s Cost) x Cost Points = Respondents Total Cost Points.

4.4 Response Evaluation Each team member will evaluate the Responses independent of the others and award based on the evaluation criteria.

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In determining whether to select or reject a Response, the Department will consider and evaluate all information submitted in response to this RFP, including information presented during oral presentation, if required; and to this extent, each requirement for solicited information is an evaluation criterion. Responses that do not contain all the required information may be considered non-responsive and may be rejected. Criteria that will be used for evaluation of proposals shall include, but are not limited to:

a. Price, which must be specified in the proposal; b. If the Department contemplates renewal of the contract, the price for each year

for which the contract may be renewed; and c. Consideration of the total cost for each year of the contract, including renewal

years, as submitted by the Respondent. In its assessment of Responses, the Department will (1) analyze the information submitted in relation to the information requirements and evaluation criteria of this RFP, (2) analyze the applicable provisions of the Florida Statutes and the Florida Administrative Code, (3) will compare each Response to the other Responses submitted, and (4) will evaluate Responses that are responsible and responsive. Respondent(s) may be invited to provide more detailed clarifications of its Responses, and/or to provide presentations of the Responses. Based on the clarifications, the Department will either award the contract or reject all Responses. After evaluations are conducted, the Department shall award the contract to the responsible and responsive Respondent that the Department determines will provide the most advantageous commodities and/or services to the state, based on the price and other selection criteria.

The Department will coordinate a contract for signature, substantially in the form attached as Attachment G, between the Department and the successful Respondent(s) that incorporates this Request for Proposals and the awarded Respondent’s Response as soon as possible after the posting of the notice of award on the VBS website, http://myflorida.com/apps/vbs/vbs_www.main_menu. The Department is not bound to enter into a contract with the winning Respondent unless the Department is able to determine that the Response and price are considered fair, competitive, and reasonable. This procurement will not result in an exclusive license to provide the services or products described in this RFP or the resulting contract. The Department may, in compliance with applicable law, contract with other vendors to provide the same or similar services.

4.5 Identical Evaluations of Responses In the event that the Department’s evaluation results in identical evaluations of Responses, the Department will select a Respondent based on the criteria identified in Rule 60A-1.011, F. A. C., and applicable Florida law.

SECTION 5. Additional Solicitation Terms

The requirements of this RFP including the attached contract form shall be considered special conditions or special instructions for purposes of superseding the provisions of PUR 1000 and PUR 1001 in compliance with Rule 60A-1.002(7), F.A.C.

5.1 Insurance During the Contract term, the Contractor at its sole expense shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract. At a minimum, this includes the following types of insurance for anyone directly or indirectly employed by the Contractor and the amount of

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such Insurance shall be the minimum limits as follows, unless otherwise approved by the Contract Manager: a) Commercial general liability coverage, bodily injury, property damage: $1,000,000 per occurrence/$2,000,000 aggregate. b) Automobile liability coverage, bodily injury, property damage: $1,000,000 Combined Single Limits. Insuring clause for both bodily injury and property damage shall be amended to provide coverage on an occurrence basis. c) Workers’ compensation and employer’s liability insurance covering all employees engaged in any Contract work, in accordance with Chapter 440, F.S. Such coverage may be reduced with the consent of the Contract Manager since certain subcontractors have potentially less exposure in liability than other subcontractors. Except as agreed in a separate writing, no self-insurance coverage shall be acceptable unless Contractor is licensed or authorized to self-insure for a particular coverage listed above in the state of Florida, or is an insured member of a self-insurance group that is licensed to self-insure in the State of Florida. Upon request, the Contractor shall provide its certificate of insurance. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor’s liability and obligations under the Contract. All insurance policies shall be through insurers authorized or eligible to write policies in Florida.

Fidelity Bond

As referenced in section 3.8.3, the Contractor shall, as of the contract effective date and at all times during the contract term, maintain a fidelity bond or cash deposit with the state Treasury in the amount of 10% of project assets invested with Contractor under the project at the end of each calendar year. The fidelity bond will insure against computer crime among other things, and must be issued by an insurer holding a valid certificate of authority from the Florida Office of Insurance Regulation. The bond must provide coverage against intentional acts as well as negligent acts or omissions in connection with its activities under the Contract and shall name the Department as an additional named insured. The fidelity bond must be made available for inspection by the project Administrator, and shall not be changed, cancelled, or altered without express approval by the Department. The Department, its employees and officers shall be named as an additional insured in the Automobile, General Liability and Professional Liability policies. Contractor shall require each of its subcontractors to secure and maintain the above insurance coverages and Contractor shall also be a named insured. Such coverage may be reduced with the consent of the Contract Manager since certain subcontractors have potentially less exposure in liability than other subcontractors. Except as agreed in a separate writing, no self-insurance coverage shall be acceptable unless Contractor is licensed or authorized to self-insure for a particular coverage listed above in the state of Florida, or is an insured member of a self-insurance group that is licensed to self-insure in the state of Florida.

5.2 Public Records The final form of contract is a public record and will be posted online as part of the Transparency Act.

a) Solicitation Responses. Sealed bids, proposals, or Responses filed in response to this competitive solicitation are temporarily exempt from public record

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requests. Pursuant to section 119.071(1)(b), F.S., these Responses are exempt only until the agency provides notice of an intended decision or until thirty (30) days after opening the bids, proposals, or final Responses, whichever is earlier. Notwithstanding any contractual provisions to the contrary, the Department is obligated to make available for inspection or copying any non-exempt public record pursuant to the requirements of Chapter 119, F.S., the Public Records Act, and Article I, section 24 of the State Constitution. As such, upon receipt of a request to inspect or copy a Response to this competitive solicitation, the Department will make Responses to this competitive solicitation that are no longer exempt pursuant to section 119.071(1)(b), F. S., available for inspection or copying upon receipt of a public record request as required by Chapter 119, F. S., the Public Records Act, and Article I, section 24 of the State Constitution.

b) Confidential Trade Secret Information. Trade secrets are not solicited or desired as submissions with Responses. Pursuant to section 812.081, F.S., a person who claims that information is a trade secret must take measures to protect such information and to prevent it from becoming generally available. As such, if Respondent includes in its Response information that Respondent considers to be a trade secret that meets the definition provided in section 812.081, F. S., Respondent shall file a notice of trade secret or other confidential information with the Department that puts the Department on notice that Respondent has included trade secret or other confidential information in its Response. Furthermore, if a Respondent reserves the right to assert that a portion of its response is confidential, Respondent shall provide the Department with an additional copy of its Response that has been redacted to conceal only that information that Respondent claims to be confidential (Redacted Copy); and the unredacted copy is clearly identified as having had trade secrets or other confidential information, that is labeled “CONFIDENTIAL.”

c) Other Confidential Records. The provision of redacted contract information on a website for public viewing does not alleviate the duty of the Department nor the Contractor to respond to a public records request. Should the Respondent or Contractor provide other information deemed confidential or exempt from the Florida Public Records Act, then the Respondent or Contractor shall place such information in an encrypted electronic form or a sealed separate envelope and provide the Department with an additional copy of its documentation containing such information that has been redacted to conceal only that information that Respondent claims to be a confidential.

d) Public Records Requests. i) The awarded Respondent (Contractor) is responsible for becoming

familiar with the Florida Public Records Act with regard to records associated with the Contract. If a public records request is made to the Contractor, the Contractor will: immediately notify the Department of such request; process the request; provide the Department progress status reports; and provide a copy of its intended redacted version. The awarded Respondent (Contractor) is responsible for training its employees regarding the Florida Public Records Act and the above notice and process requirements. The Department will consider the Contractor’s Contract Manager to be the Contractor’s public records contact person.

ii) For noncompliance by the Contractor with section 119.0701, F.S., or the above requirements regarding response to public records requests (collectively “Public Records Tasks”), the Department at its option may enforce these provisions by exercising “Step-In” rights as described in the contract section regarding remedies or according to the termination provisions of the contract or both.

iii) If a public record request is made to the Department for documentation related to this solicitation and the resulting Contract, the Department will notify the Respondent or Contractor of such request if the Respondent or Contractor has provided the Department with a notice of trade secret or other confidentiality as

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noted above. If a public records request is made to either the Department or the Respondent, the Respondent shall be solely responsible for taking whatever action it deems appropriate to legally protect its claim of exemption from the public records law. Any prospective vendor acknowledges that the protection afforded by section 815.045, F. S., is incomplete, and it is hereby agreed that no right or remedy for damages arises from any disclosure based on the Respondent or Contractor’s failure to promptly legally protect its claim of exemption and commence such protective actions within ten (10) days of receipt of such notice from the Department. (Modifies PUR 1000-33 and PUR 1001-19). Contractor shall retain such records for the longer of three (3) years after the expiration of the Contract or the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dlis.dos.state.fl.us/recordsmgmt/gen_records_schedules.cfm).

iv) Nothing in this section mitigates the Contractor’s responsibility or liability

for the release of confidential or exempt information, nor does it waive the Department’s sovereign immunity under section 768.28, F.S.

e) The awarded Contractor shall, to the extent required by section 119.0701,

F.S., perform the following tasks to comply with section 119.0701, F.S., (i) maintain public records required by the Department to perform the service; (ii) provide access on the same conditions and at a cost not exceeding that provided in section 119.07, F.S., (iii) ensure exempt or confidential documents are not disclosed and (iv) transfer public records at no cost to the Department on termination, destroy confidential duplicates, including remnant data, and provide electronic records in a format compatible with the Department’s systems at no cost to the Department. For noncompliance by the Contractor, the Department shall enforce these provisions according to the step-in provisions or termination provisions in the Contract or both. The requirements are designed to avoid requiring unconventional data formats since the Provider will be required at termination to transfer records to the Department at no cost and ensure that electronic records are in a format compatible with that of the Department to comply with section 119.0701, F.S.: Microsoft Word 2007 or later, Excel PDF, Outlook, XML and TXT format.

f) The parties shall not be required to disclose to the public any materials protected by law, and disclosure of any confidential information received by the State of Florida will be governed by the provisions of Article I, section 24 of the Florida Constitution, and the Florida Public Records Act, Chapter 119, F.S., and exceptions thereto. The following records are specifically excluded from inspection, copying, and audit rights under the Contract:

i. Records of the Contractor (and subcontractors) that are unrelated to the Contract;

ii. Documents created by and for the Department or other communications related thereto that are confidential attorney work product or subject to attorney-client privilege, unless those documents would be required to be produced for inspection and copying by the Department under the requirements of Chapter 119, F.S., and, Article I section 24 of the Florida Constitution; and

iii. The Contractor's (and subcontractors) internal cost and resource utilization data, or data related to employees, or records related to other customers of the Contractor, or any subcontractor who is not performing services under this Contract.

g) Data Security.

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i. The Contractor, its employees, subcontractors and agents shall comply with all security procedures of DFS in performance of this Contract. The Contractor shall provide immediate notice to DFS Information Security Office (“ISO”) in the event it becomes aware of any security breach and any unauthorized transmission of State data or of any allegation or suspected violation of security procedures of DFS. Except as required by law or legal process and after notice to DFS, the Contractor shall not divulge to third parties any confidential information obtained by the Contractor or its agents, distributors, resellers, subcontractors, officers or employees in the course of performing Contract work, including, but not limited to, Rule Chapter 71A-1, F.A.C., security procedures, business operations information, or commercial proprietary information in the possession of the state or DFS. The Contractor shall not be required to keep confidential information that is publicly available through no fault of the Contractor, material that the Contractor developed independently without relying on the state’s confidential information or information that is otherwise obtainable under state law as a public record.

ii. Loss of Data. In the event of loss of any State data or record where such loss is due to the negligence of the Contractor or any of its subcontractors or agents, the Contractor shall be responsible for recreating such lost data in the manner and on the schedule set by DFS at the Contractor’s sole expense, in addition to any other damages DFS may be entitled to by law or the Contract. In the event lost or damaged data is suspected, the Contractor will perform due diligence and report findings to DFS and perform efforts to recover the data. If it is unrecoverable, Contractor will pay all the related costs associated with the remediation and correction of the problems engendered by any given specific loss. Further, failure to maintain security that results in certain data release will subject the Contractor to the administrative sanctions for failure to comply with section 501.171, F.S, together with any costs to DFS of such breach of security caused by the Contractor. If State Data will reside in the Contractor’s system, DFS/the Department may conduct, or request the Contractor conduct at the Contractor’s expense, annual network penetration test or security audit of the Contractor’s system(s) on which State Data resides. The Contractor shall:

1. COPIES: At contract termination or expiration--submit copies of all finished or unfinished documents, data, studies, correspondence, reports and other products prepared by or for the Contractor under the Contract; submit copies of all State Data to DFS in a format to be designated by DFS in accordance with section 119.0701, F.S.; shred or erase parts of any retained duplicates containing personal information (as defined by section 501.171, F.S.) of all copies to make any personal information unreadable;

2. ORIGINALS: At contract termination or expiration--retain its original records and maintain (in confidence to the extent required by law) the contractor’s original records in UNREDACTED form, until the records retention schedule expires (according to General Contract Condition PUR 1000-18 and to reasonably protect such documents and data during any pending investigation or audit;

3. Both Copies and Originals: Upon expiration of all retention schedules and audits or investigations--with notice to DFS, destroy all State Data from the Contractor’s systems including, but not limited to, electronic data and documents containing personal information or other data that is confidential and exempt under Florida public records law.

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5.3 Modification of Terms

a) Any terms and conditions that the Contractor provides that attempt to modify the Contract or add additional restrictions of usage, license conditions, or requirements have no effect and are not enforceable under the Contract. (Modifies PUR 1000-42) Any proposed software license agreement, service level agreement, or any other draft agreement submitted in the Response shall not contain any provisions, unless such provisions are expressly negated in the Response, which:

(1) are inconsistent with Florida law, (2) exclude, prohibit, or negate other contract documents, (3) subject the State of Florida to the jurisdiction of another state, or (4) provide that the State will indemnify the contractor or any other

person.

b) The Respondent retains all ownership rights in any proprietary methodologies, methods, processes, products or procedures of the Respondent that pre-exist or were developed outside the scope of the Contract. If any such property of Respondent is contained in any of the deliverables hereunder, the Respondent grants to the Department a royalty-free, paid-up, non-exclusive, perpetual license to use such Respondent’s intellectual property in connection with the Department’s use of the proprietary products.

All work materials developed or provided by Contractor under the Contract and any prior agreement between the parties shall be deemed to be work made for hire and owned exclusively by the State of Florida, Department of Financial Services. All elements of custom software developed within the scope of the contract shall be exclusively owned by the Department and shall be considered works made for hire for the Department. Contractor further agrees to provide to the Department as part of the annual maintenance service hereunder all revisions, updates, improvements, modifications and enhancements (the “Updates”) to each licensed software program (“Program”) and/or item of equipment. An Update, once incorporated by the Department into the System, shall be considered part of the System for all purposes hereunder and shall not cause a loss of existing functionality. All such Updates will be provided free of charge. A product providing new, improved, or altered service performance which provides the same functionality as any equipment or Program provided hereunder shall be deemed an Update. Provision of maintenance hereunder shall not be contingent on Department upgrades or acceptance of Updates.

5.4 Electronic Accessibility If applicable, section 508 of the Rehabilitation Act Amendments, 29 USC section 794, compliance information on the supplies and services in this contract are available on a website indicated by the Respondent in the Response or resulting Contract. The Electronic and Information Technology standard can be found at: http://www.section508.gov/. Contractor shall ensure that, as to its products and services and those it develops for the Department, the electronic and information technology accessibility requirements of section 508 of the Rehabilitation Act Amendments, 29 USC section 794 are met.

5.5 Limitation of Liability Department’s maximum liability The Department’s maximum liability for any damages, regardless of form of action, shall in no event exceed the contract price for the relevant products or services giving rise to the liability,

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prorated over a three-year term from the installation of products or the date of performance of the applicable services. Both Parties recognize that the Department, as an agency of the State of Florida, is prohibited from entering into indemnification agreements. Subject to that prohibition, the Parties agree that the Contractor shall not be responsible for damages resulting solely and exclusively from the Department’s negligence.

a) Contractor’s maximum liability The provisions of the RFP and its incorporated PUR 1000, section 20 shall apply but, for the avoidance of doubt, the limitations and exclusions of liability will not apply to exclude or limit the recovery of any damages required by Rule 60A-1.006, F.A.C., or attributable to any of the following:

i) fraud, intentional torts, willful misconduct (including intentional breach of contract), unlawful conduct, or gross negligence of or by the Contractor (or an entity or person for whom the Contractor is responsible);

ii) the Contractor’s (or an entity’s or person’s for whom the Contractor is responsible) violation of applicable law or regulation; or

iii) the Contractor’s cessation or abandonment of any Services without providing Exit Transition Services substantially in accordance with the Contract.

5.6 Employment Eligibility Verification

a) E-Verify Employment Verification (1) The Chief Financial Officer has directed, in cooperation with the Governor’s

Executive Order 11-116, that the Contractor must participate in the federal E-Verify Program for Employment Verification under the terms provided in the “Memorandum of Understanding” with the federal Department of Homeland Security governing the program if any new employees are hired to work on this Contract (or if the Contractor’s subcontractors hire new employees to work on this Contract) during the term of the Contract. The Contractor agrees to provide to the Department, within thirty days of hiring new employees to work on this Contract, documentation of such enrollment in the form of a copy of the E-Verify “Edit Company Profile” screen, which contains proof of enrollment in the E-Verify Program. Information on “E-Verify” is available at the following website: www.dhs.gov/e-verify

(2) The Contractor further agrees that it will require each subcontractor that performs work under this contract to enroll and participate in the E-Verify Program if the subcontractor hires new employees during the term of this Contract. The Contractor shall include this provision in any subcontract and obtain from the subcontractor(s) a copy of the “Edit Company Profile” screen indicating enrollment in the E-Verify Program and make such record(s) available to the Department upon request.

(3) Compliance with the terms of this Employment Eligibility Verification provision will be an express condition of the Contract and the Department may treat a failure to comply as a material breach of the Contract.

(4) In the event legislation authorizes an alternative option as proof of legal status, the Contractor may use the process authorized by such legislation upon its passage.

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b) State-owned data will be processed and stored in data centers that are located only in the U.S. All Contractor personnel who will have access to State-owned data will undergo the background checks and screenings described above.

5.7 Export Control Contractor certifies that by entering into this contract, it is, and during the term will ensure it remains, in compliance with the U.S. export control laws. 5.8 Authorization of Business Third Parties to Access State Data The Department hereby authorizes the Contractor to provide access to Business Third Parties, and individuals directly or indirectly accessing the State Data on behalf of Business Third Parties, to the State Data and the Contractor represents that such access shall be in accord with the following: (i) each Business Third Party shall respond affirmatively to nondisclosure requirements protecting the Department’s Confidential Information as set forth in an Nondisclosure Acknowledgment; (ii) all Business Third Parties accessing the State Data shall be licensed as Named Users; (iii) Business Third Parties are expressly limited to screen access to the State Data; (iv) in no circumstance may Business Third Parties have access to modify State Data; (v) in no circumstance shall Business Third Parties Use the State Data in its operations or management of the business of such Business Third Parties; and (vi) such use shall not constitute an unauthorized exportation of any Confidential Information under U.S. Government laws and regulations. The Department will assist the Contractor in resolving software malfunctions by providing the Contractor: temporary remote electronic access to the Department’s system (within the parameters allowed by the Department’s Project Management Office) for the sole purpose of conducting maintenance in accordance with the Contract; information and evidence of the malfunction; and appropriately qualified personnel available to answer questions and perform remedial functions. 5.9 Functional Equivalents and Substitutions The Respondent shall demonstrate comparability, including appropriate catalog materials, literature, specifications, test data, etc. The Department shall determine in its sole discretion whether a product is acceptable as an equivalent. Minimum Qualifications for acceptance of substitutions:

The substitute item shall meet or exceed the applicable requirements and specifications set forth in this RFP.

Any substitute item shall be compatible with the existing deliverable at the time the substitute is proposed for use.

The substitute item or service shall have the capacity and performance characteristics equal to or better than those of the item it is to replace.

The substitute item or service shall offer the same or increased functionality as the item it is to replace. 5.10 Scrutinized Companies Notice to Respondents Prior to execution of the Contract, or subsequent renewal of the Contract, the Contractor must certify that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. (See http://www.state.gov/s/ct). As provided in section 287.135, F.S., the Department may terminate the Contract in the event the Contractor is found to have submitted a false certification as provided under section 287.135 (5), F.S., or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum

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Energy Sector List. Notice: Section 287.135, F.S., would operate to make businesses ineligible to contract with the State of Florida in specified circumstances. The 2012 changes to this section were enjoined by a court of law and upheld by an appellate court. The State has determined to not pursue enforcement of the enjoined portion of the law related to refusing to contract with vendors who engage in business operations in Cuba or Syria. 5.11 Law Enforcement Requirements The Contractor shall comply with the Criminal Justice Information Security (“CJIS”) Security Policy (available from the Contract Manager). If the Contractor’s manner of complying with the CJIS Security Policy requirements does not include end-to-end and at-rest encryption of all criminal justice information sent, received, or stored by the services solicited, which satisfies the specifications for encryption, Contractor shall sign and adhere to the Federal Bureau of Investigation, Criminal Justice Information Services Security Addendum, incorporated herein by reference, and will be provided upon request to the Contract Manager. A background check including fingerprinting needs to be completed on the selected candidate(s) for access to criminal justice information according to section 5.6 (b) above, and results need to be provided to the Department’s designee before a contract will be issued.

5.12 Eligible Users As provided in section 287.042(16), F.S., other state agencies may purchase from the resulting contract, provided that the Department of Management Services has determined that the contract’s use is cost-effective and in the best interest of the state. Upon such approval, the Contractor may, at its discretion, sell these commodities or services to additional agencies, upon the terms and conditions contained herein. Upon such offer of sale, such additional agencies (“Eligible Users”) may acquire services, including maintenance, consulting, and training under this Contract. “Eligible Users” means political subdivisions of the state of Florida (county, local county board of public instruction, municipal, or other local public agency or authority), state universities, and any other public entities authorized by state statute section 287.012(11), F.S., which may desire to purchase under the terms and conditions of the Contract.

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Attachment A – Statement of Work

STATEMENT OF WORK AND TECHNICAL SPECIFICATIONS The specifications included in this section are intended to inform Proposers of the minimum expectations of the Department. Proposers may expand on the minimum requirements as specified. Section 6 6.1 Definitions

1. “Business hours” means 8:00AM to 5:00 PM EST on all business days. “Day” means business day (defined as the Department’s normal working hours) unless otherwise described.

2. “Calendar days” means all days, including weekends and holidays, except if the last day counted falls on a weekend or holiday, the due date shall be the next business day thereafter.

3. “Department” means the Department of Financial Services, or Chief Financial Officer. Terms may be used interchangeably.

4. “Desirable Conditions” designated by the use of the words "should" or "may" in this solicitation, indicate desirable attributes or conditions, but are permissive in nature. Deviation from, or omission of, such a desirable feature, will not in itself cause rejection of a proposal.

5. “Pay Center” centralized pay center is the State of Florida Payroll System (all state employees). Non-centralized pay centers are separate payroll systems.

6. “Proposer” means the entity that submits materials to the Department in accordance with these Instructions, or other entity responding to this solicitation. This may also be referred to as Respondent, or Vendor. The solicitation response may be referred to as Bid, Proposal, or Response.

7. “RFP” refers to this Request for Proposal and includes attachments to this Request for Proposal unless stated otherwise.

8. “Vendor Bid System" and “VBS” refers to the State of Florida internet-based vendor information system at http://fcn.state.fl.us/owa_vbs/owa/vbs_www.main_menu

6.2 Mandatory Documents and Requirements All Proposals received will be screened for compliance with these minimum documentation and requirements. Any Proposal that does not demonstrate satisfaction of the minimum qualifications will not receive any further consideration. The mandatory minimum qualifications are:

1. Have a third party administrator system currently functioning in IRC tax deferred 457(b) Program with a capacity of at least 100,000 PART accounts. TPA must offer a platform with capability to correlate PART data for at least 5 distinct investment vendors and output daily aggregate reports.

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2. Commit to administer and maintain the third party administrator system for a minimum of five (5) years with renewal periods for an IRC 457(b) Program. 3. Commit to incorporate the final design with an interface with minimal changes to the current IP’s and pay center systems. 4. Agree to meet the reporting needs of the program found in Section 8. The reporting needs as described in the “Technical Specifications” may be enhanced due to automation or modifications of the TPA process. 5. The Proposer must agree to provide a third party administrator application that accurately stores PART demographic and financial information and effectively transfers information between the BDC, IPs, and the centralized and non-centralized pay centers. The PART information will be used to create payroll files to be sent to and received from the pay centers and IPs through a clearinghouse supported by the TPA. 6. Agree to develop and provide to the Department an initial and ongoing service plan. The ongoing plan will be reviewed, updated, and submitted to the Department annually. 7. Agree to establish communication contacts with the BDC, IPs, and the centralized and non-centralized pay centers. 8. Agree to set up data transmission interfaces with the BDC, IPs, FRS, and the centralized and non-centralized pay centers. 9. Agree to establish written procedures for the data transmission interface with BDC, IP’s, and pay centers. 10. Agree to train appropriate BDC, pay center and IP staff on accessing (inquiry, discrepancies and data entry) the TPA system. 11. For its system platform and website, the TPA must agree to always use and consistently update the highest level of security that the financial industry has available to ensure PART data is secure during transmission and storage. This will be at no cost to the Department. 12. TPA must agree to provide the software that is compatible with the latest data transmission speed. 13. Agree to provide the Annual Plan Performance Report as described in Section 8.5.1 and Exhibit 17.

6.3 Optional Enhanced Services The services referenced in Sections 6.3.1 thru 6.3.6 may or may not be utilized at the discretion of the BDC.

6.3.1 Additional Manual Third Party Administrator System The BDC desires forty (40) hours of additional manual Third Party Administrator system work per month. Such work will be done by the person(s) assigned to this contract and will be above necessary hours to complete specific work requested within this RFP. These hours will be used for enhanced services including, but not limited to: ongoing website maintenance, ad hoc report

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fulfillment, completion of National Association of Government Defined Contribution Administrators (NAGDCA) survey, loan file exchanges, and transaction counts. 6.3.2 Loan File Exchange The TPA provides access to its SFTP server to both the IP’s and BDC for the monthly loan files to be submitted and retrieved. The loan files are submitted by the IP before or on the fifth business day of the month. A notification will be sent out to the IPs to verify the receipt of the Loan files. Another notification will be sent out to BDC to advise that the files have been placed out on the SFTP directory.

6.3.3 DCP Transaction Count The TPA provides BDC the number of transactions that were processed on the TPA system during the fiscal year. (Exhibit #19) 6.3.4 NAGDCA Survey The TPA shall be responsible for completing the annual survey conducted by the NAGDCA, and shall obtain information from IPs as required to complete the survey. It is the IP’s responsibility to provide and assure the accuracy of such information. The information is due upon request of BDC. 6.3.5 Deferred Compensation Plan Website The TPA will publish a custom website for the DCP (www.myfloridadeferredcomp.com). Thereafter the TPA is responsible, either in full or part, for maintaining such website and to publish on-demand updates. Specifically, through a split of responsibility between the TPA and the DCP based upon the actual technical process, the TPA and DCP will both have the capability and technological tools to perform maintenance and make such updates. The technological tools used to update the website should be easy to use and preferably a WYSIWYG (What You See Is What You Get) editing interface. Explicit direction and request of the DCP and thereafter final approval of the DCP is required for any content change performed by the TPA. Any updates must comply with requirements of the BDC and the Department of Financial Services. Any update should be in real-time, with delay only for administrative requirements (approval, upload, processing). The DCP website is expected to have a public portion available for any user. Within such public portion, visitors will find generalized information about the DCP, how to enroll in the program (including online enrollment), increase in contributions(online increase form), educational tools, static files detailing investment performance and Plan features, links to Investment Provider specific websites, and commonly used forms. The DCP website is expected to have a private portion available only to PARTs within the program. This private area should be secure and accessed only with sign-on credentials. These credentials should initially be uniform (i.e Social Security Number or preferably a SSN derived login and date of birth). Within such private portion, the ability for a user change of sign-on credentials should be available. Within the private portion, PARTs will find account specific data aggregated across multiple Investment Providers if necessary, and separated by Investment Provider if necessary. Such account specific data includes but is not limited to account snapshot (social data, current balances, last deferral amount, enrollment date, weighted holdings) this data should conform to the following format:

1. PART Information a. Name b. Address

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c. Contacts (email/phone) d. Date of Birth e. Payroll Cycle

2. Program Information a. Investment Provider(s) including links to IP websites b. Contact(email/phone) for IP

3. Balances (with clear fund titles) a. Funds by asset class

i. Links to asset class definitions b. Weighted holdings, including pie charts

i. Links to mutual fund provider and prospectus c. Historical account values, including line charts

i. Ability to aggregate or separate IPs d. Contribution history

4. Secure action/message system a. Ability to communicate with DCP staff as alternative to email/phone contact

Each Proposer should visit the above web address to recommend any additional enhancements. Other required general capabilities of the DCP website:

display common industry file types, including but not limited to .doc, .docx, .xls, .xlsx, .pdf, .gif, .jpg, .mpg.

embedded video

chat/instant messaging feature

banner feature

TPA shall develop, produce, maintain and/or populate a customized website for the DCP available for users to learn about the DCP, obtain contact information about an IP, view their account and which the BDC can use as necessary for overview of PART and IP information. Any changes to the website must be pre-approved by the BDC. The website must comply with BDC internal website requirements. All current content is required in the Proposer’s response. Proposers should visit the current DC website at www.myfloridadeferredcomp.com to consider any enhancements they would make to the current website. In support of your company’s experience with website development and maintenance, your proposal should include any enhancements your company proposes to make to the DCP website.

The DCP website shall contain:

a. Information unique to the DCP;

b. Hyperlinks to the IP websites; c. A variety of investment education tools for PARTs;

d. Capability for a PART to view their account information by IP;

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e. Performance information including, but not limited to, quarterly performance data for each DCP investment options;

f. The DCP website must contain a login page that is managed by the TPA. This page will

allow PARTs access to account information that is updated daily from the daily account summary file transmitted by the investment providers. This page must be directly linked to the TPA data base. The login page must also have an administrator feature that allows the DCP employees to look up PART account information. Once into the system, the page must contain the following links:

1. PART Information

This link opens a subpage that must contain information directly tied to the TPA database such as:

a) Name b) Address c) Gender d) Birthday e) Email

2. Plan Information

This link opens a subpage that must contain the following fields relating to the PART:

a) TPA name and contact information b) Investment Providers contact information c) Plan sponsor contact information d) Money types

3. Plan Summary This link opens a subpage that must contain the following fields relating to the

PARTs’ current account information.

4. Balances This link opens a subpage that must contain the following fields relating to the

PARTs’ current investment balances: a) Funds by asset class

i. Value percent of total balances b) Transactions by account

i. Transactions by account types (a) gains and losses (b) contributions

o by investments o number of shares o percent of totals

(c) deductions This subpage must also include a printing function that will allow multi-vendor

PARTs to print a consolidated statement.

5. Password Change This link opens a subpage that allows the DCP employees to reset PARTs’

password.

6. Change Deferral Amounts

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This link opens the increase contribution page that allow PARTs to make online increases, auto increases and max out contributions

This link opens a subpage that has the PARTs investment company information, as well as a hyperlink to its website.

7. Account Balance Details

This link opens a subpage that must contain the following fields relating to the PART account information:

a) Investment provider b) Pre-tax deferral amount c) As of date d) balance

g. PARTs shall have the capability to update and change their user ID and password.

h. This website is expected to provide a full summary of any news and communications

offered by the Program and the investment providers. Employees will be able to enroll and PART will be able to increase their contributions on the site. The website also offers a secure log-in portal for participants to view their account information (balance, investments, contribution amounts, etc.) and access educational tools and documents.

6.3.6 Ad hoc Reports The BDC shall have access to easily create and manipulate ad hoc reports and lists, using participant records and information, for communication functions (mailing lists, special project lists), Plan monitoring and maintenance, and analyzing participant patterns and trends.

6.4 The Third Party Administrator System Capability

1. The TPA shall convert, modify and maintain a multi-vendor on-line transactional/data entry system. The system must accept daily account summary information from each IP and populate the information on the TPA system. There must be SFTP connections using key encryption software with each IP: Empower Retirement, VOYA, Nationwide Retirement Solutions, T. Rowe Price and VALIC. The TPA must provide SFTP server, login ID, and password for BDC staff. 2. The system must provide software to process the following transactions electronically from the IP’s including but not limited to: PART enrollments, deferral changes, beneficiary changes, phone numbers and address changes, e-mail address changes, name changes, company-to-company transfer information, account balance information (total account balance with date, balance by investment option with date), rollover transactions, and distributions. 3. The TPA shall be able to accommodate necessary changes for the IPs to include but not limited to investment company name codes and investment codes at no extra cost to the DCP. 4. Data transmissions must work between the TPA and the BDC 100% of the time except for scheduled maintenance of no more than four (4) times annually. The TPA transaction system will verify that the employee is eligible to enroll. The TPA will receive eligible employee files that will populate its system for verification. Currently, these files are received monthly from the Florida Retirement System and from the State of Florida Payroll System. At this time, there are no PART verification files received from the non-

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centralized pay centers other than eligibility. Winning Vendor may request this information from the pay centers. The BDC will assist in the process.

6.5 Development of the Third Party Administrator System As the TPA for the DCP, the Proposer shall be required to interface with the IPs selected by the BDC in the following manner for the State of Florida IRC 457(b):

1. Serve as the daily collection hub of PART demographic and financial information.

2. Accept, create and distribute files to and from the IPs through an established clearinghouse. After receiving the daily PART information from each IP, the TPA will respond with an error report of rejected PART data. 3. Accept, create and distribute payroll files to and from the IPs and Pay Centers through an established clearinghouse. 4. Create reports and files from PART data for the BDC upon request.

6.6 Project Schedule The following schedule reflects the deadlines for the completion of services detailed in this solicitation. The final design will interface with the IP’s and the BDC systems. The TPA shall have the capability to transfer files electronically with the BDC, IPs and centralized and non-centralized pay centers.

1. Communication (including email, telephone and fax) must be established with the Department, IPs, centralized and non-centralized pay centers by November 2, 2015. 2. A Data Transmission Interface with the BDC, IPs, centralized and non-centralized pay centers must be established prior to December 1, 2015. 3. The Third Party Administrator’s system must be operational and available to receive SunGard’s Master Files for system testing prior to January 4, 2016. 4. Accept deliver of SunGard’s Master files and begin system integration and testing prior to January 4, 2016. 5. Establish written procedures for website operation, maintenance, data transmissions with BDC, IP’s, and pay centers prior to December 1, 2015. 6. A Procedures Manual, in hard copy and electronic format, must be provided to the Department prior to December 1, 2015. 7. New record keeping system must be fully operational for side-by-side dual system testing no later than January 4, 2016. 8. Operation and process management training for the Department and IP staffs must be completed prior to December 1, 2015. 9. User training appropriate to TPA system functionality (inquiry and data entry) for BDC and IP staffs must be completed prior to December 1, 2015.

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10. System shall be fully functional by February 4, 2016.

Section 7 Technical Specifications 7.1 Conversion and Implementation Work Plan Proposers must provide a Conversion and Implementation Work Plan that outlines the timeline and deliverables for a successful transition from the current TPA to the Proposer. The Proposer’s Conversion and Implementation Work Plan must be provided as an integral part of the response to this RFP. (See attachment B, Section 10.3) On-going updates to the Conversion and Implementation Work Plan shall be provided in writing and discussed in a bi-weekly conference call with all parties determined by PA. The Conversion and Implementation Work Plan must specify all necessary major tasks to be performed, any tasks, which are dependent upon the completion of other tasks, and completion dates for all major tasks identified in the work plan. The Conversion and Implementation Work Plan must also specify accountable parties for each major task. The Conversion and Implementation Work Plan must also specify the approximate number of hours to be spent on this project, by each level of personnel, and the nature of work to be performed by such personnel. Included in the work plan shall be training for all parties. 7.2 Service Commitment and Problem Resolution TPA shall provide a high level of expert quality service to the Department, IP’s, pay centers, and other state agencies. In the event of a disagreement between IPs and the TPA, the Department shall reconcile such records to the reasonable satisfaction of the Department to ensure proper credit of the compensation deferred. 7.3 Business Requirements – Prebill File The TPA shall provide to the centralized and non-centralized pay centers fifteen (15) calendar days prior to the warrant date, an electronic Prebill file indicating the total deferral amounts that will be deferred by each PART for that specific pay date. (Exhibit #2) 7.4 Pay Center Deferral Process (Actual, Discrepancy & Prebill Files) A Prebill file is created by the TPA, for every pay date that details all deferrals and any changes for each PART at each pay center. For each payroll period the pay centers must submit an actual deferral file that is created from the Prebill sent by the TPA, followed by a discrepancy file to the TPA by 2:00 p.m. at or before three (3) businesses days prior to the pay date (all but three (3) pay centers submit its actual and discrepancy files electronically. Some pay centers will need to be handled manually in which a file will need to be created in the format that will allow the system to process it.). The actual files received from the pay centers must reconcile to the pay period Prebill file. Scheduled pay dates will be created by the BOSP are agreed upon by the BDC and the TPA annually. If a PART is not on the actual file and was reported on the Prebill file, the discrepancy file should reflect the reason why the PART was not on the actual file. Also, if a PART’s deferral amount is different from the Prebill, the TPA should contact our office so that BDC can contact the pay center to come to a solution on the discrepancy that was not listed on the discrepancy report. Either a corrected file needs to be sent the same day from the pay center, or an approved adjustment needs to be made to the Prebill by the TPA. All PART deferrals must reconcile to the Prebill file.

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The corrected actual file must be re-submitted to the TPA within three business days prior to the pay date (the only reason the TPA should manually make changes to any discrepancy without BDC approval, is when a PART has met their annual deferral maximum). BDC will be responsible for same day reconciliation of deferral issues. The TPA will notify BDC the deferral totals by IP and Pay center as they receive each Pay Center’s totals with the final totals report being provided at or before 3:00 p.m. EST two (2) working days prior to each pay date. At this time, the Bureau is working with the three (3) pay centers above to submit pay roll files electronically. (Exhibits #1, # 2 & #22) Occasionally, deferrals may require special processing through a manual payroll and shall be sent to the IP via wire or check. These special deferrals may come from PART accrued annual, or sick leave payments at time of retirement, or from meritorious awards. The TPA shall provide access to its system to enable the BDC to enter these special deferrals into the TPA system. No process will need to be provided by the TPA. 7.5 Final IP payroll file After all actual deferral files for the pay cycle have been reconciled by the TPA, BDC and the pay centers the day before the pay date, the TPA will send each IP an electronic final payroll file to notify them of the pending deferrals amounts per PART for the pay cycle the day before payday. These files are only generated after BDC has given the TPA approval that each of the pay centers amounts the TPA has reported matches back to the amounts reported to BDC by the individual pay centers. (Exhibit #3) The Final IP Payroll Files contain the following information:

Employer Code

Pay Center Code

IP Code

File ID

Record ID

PART SSN

PART Nam

Pay Cycle Code

Payroll Date

PART’s deferral amount or percentage

The TPA will send the final count of PARTs every payroll to the BDC. The TPA will notify the BDC when they run the IP payroll folders and the BDC payroll folders and request approval from BDC. 7.6 Over Deferral Report An Over Deferral Report is transferred to the clearinghouse from the TPA for BDC (5) five days after each payroll. This file identifies any PART that is scheduled to over defer within two (2) payrolls if the PART has designated the same deferral for the next two payrolls. (Exhibit #20) 7.7 Participant Data Collection The TPA shall maintain an electronic system which allows PART data entry directly from the IPs and the BDC. This system supports the functions of new PART enrollment, current PART individual account changes and individual PART account data reconciliation between the TPA, BDC and IPs. The data driver of this system is the Electronic PART Action Form (EPAF), which provides for the transition of PART data from a hardcopy environment, or on-line entry into and electronic file. The structure and transaction of this electronic data is provided in a format acceptable to the BDC. The EPAF system provides PART data, which is current as of the prior business day. (Exhibit #4)

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7.8 Electronic Participant Action Form (EPAF) Each of the IPs furnishes the TPA an EPAF file each business day by 6 AM EST. The EPAF file transfer process is used by the TPA to pass PART transaction information to TPA’s system. EPAF files originate daily from the different IPs that provides PART data and investment services to BDC. Notifications of TPAs receipt of the EPAF files are emailed to the IPs daily. The information from the EPAF, upon receipt and verification will be extracted, validated and used to trigger the appropriate TPA transactions. Transactions activated by the EPAF and posted by the TPA are provided back to the IPs in a confirmation and exception file of the EPAF transactions – both accepted and rejected. The TPA will notify the IP immediately if an EPAF file is not submitted to the TPA in good order. (Exhibit #4) 7.9 EPAF Confirmation Report The TPA shall submit an EPAF Confirmation report on a daily basis back to the IPs once the EPAF files have been validated and processed on the TPA system. The EPAF Confirmation report is a summary of the transactions that were accepted. (Exhibit #5) 7.10 EPAF Exception Report The TPA shall submit an EPAF Exception report daily (the day after the EPAF file is sent to TPA to the IPs when any data on the EPAF file rejects. The EPAF Exception report will contain an error message describing the cause of the rejection. It is the IPs responsibility to review and correct all rejections on EPAF Exception report and resubmit the correct data the following day. (Exhibit #6) 7.11 No Competitive Advantage The Project requires all the TPA personnel to maintain in confidence all information that they receive or provide pursuant to the Contract as confidential during and after the term of the Contract. Information available in any format shall be used only for the purpose of carrying out the provisions of the Contract. Information contained in Project documents such as deliverables, drafts, e.g., draft schedules and strategies, Contract artifacts, and State Data will be treated as confidential and will not be divulged or made known in any manner to any person except as may be necessary in the performance of this Contract. Disclosure to anyone other than an officer or employee of DFS is prohibited, except with express direction or consent of DFS. The TPA agrees that it will not use its position as the TPA to directly or indirectly enhance or impair the position of any IP in the DCP. When performing functions and providing services under the Contract, the TPA shall at all times identify itself only as the TPA for the SOF DCP. The TPA’s brand or logo shall not appear on the BDC website. If the TPA uses its position to enhance or impair an IP in the DCP in any way, the TPA will be considered in default of its contract and the contract will be terminated. The termination process will begin as soon as possible and the TPA will pay all costs associated with any expenses for the re-procurement and incurred during the transition to a new TPA. 7.12 Access to Information The TPA shall provide access to all back-up source material, reports, books, records, computer programs, and all other information and documentation relating to the DCP so that the CFO, and its designated officers, agents, accountants and legislative auditors can conduct a financial examination and/or audit of the DCP.

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7.13 Successful Transition of Duties The successful vendor will be required to provide all services necessary for a smooth and successful transition from the current TPA (SunGard). The projected timetable of the transition to the new TPA is listed in Section 6.6. The BDC will coordinate with the IP’s to ensure that all relevant PART data that is applicable will be provided to the successful Proposer. The TPA will ensure the portals are secure for the IP’s daily electronic transactions of PART data. 7.14 Technical Requirements The TPA must successfully complete DFS security awareness training and have an understanding as to how procurements are handled, respectively within thirty (30) days of the beginning date of the contract and the date the staff member is assigned to a solicitation project or earlier at the DFS Contract Manager’s or designee’s discretion. Information handled by processing systems and associated telecommunications networks must be adequately protected against unauthorized access modification, disclosure, or destruction. The BDC reserves the right to perform an independent annual audit of these controls at the expense of the BDC. All electronic data information of the plan, shall at all times, remain the property of the CFO and the DCP. However, this information may be stored within multiple computer or data retention systems owned, operated or leased by the TPA. The TPA must provide reasonable access to plan information; this includes back-up source materials, reports, books, records, computer programs, and all other information and documentation relating to the plan. The TPA shall furnish, at no cost to the BDC, on-line computer access to all its records for terminals located in the BDC for inquiry and data entry of PART records. PART record systems should be user-friendly and thoroughly explained in the Procedures Manual provided by the TPA. The TPA will furnish and install any necessary software in the BDC office for on-line inquiry and access to a PART's account information. The TPA is responsible for preparing and maintaining procedures related to this process; The TPA is responsible for training the BDC, IPs and pay centers staff on procedures applicable to the TPA’s system. The TPA is responsible for the communication portal to the BDC. Section 8 Operations and Support Requirements If possible, the BDC would like the capability to design and run its own reports at no extra cost to the DCP. 8.1 Plan Level Reports & Files The TPA must submit separate daily, monthly and annual reports/files on a variety of data in the DCP as designated by the BDC. The TPA will be required to provide the BDC with the information included in these reports/files as specified for each of the individual reports/files as may be indicated below. All records, reports and files of every sort created, obtained or maintained by the TPA concerning the DCP shall be open for inspection by the BDC and its designated agents, attorneys, and accountants at any time during normal working hours for purposes of conducting financial examinations and/or audits of the DCP. The TPA is responsible for accuracy, timely delivery and comprehensive structure of all reports/files as required by contract and this RFP. The TPA is expected to provide prompt delivery (hard copy or electronic) of any records, reports of files and other information specified

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by the BDC. The TPA shall maintain sufficient personnel and trained back-ups to process data, reports, files, etc. within the time limits established by this contract. 8.2 DAILY FILES

8.2.1 Account Summary File The IPs furnishes the TPA an electronic Account Summary File each business day (Tuesday – Saturday) by 6 AM EST. The TPA runs this file daily to update the PART balances on its system. These daily balances are reflected in the TPA system for use by BDC. (Exhibit #7) 8.3 MONTHLY FILES 8.3.1 BOSP Eligible File The TPA will receive an electronic file from the centralized pay center and FRS each month that contains the SOF pay center employees and other pay center employees who are eligible to participate in the DCP. The TPA updates its system, monthly as soon as BOSP sends the file to keep records of the eligible SOF employees. (Exhibit #8) 8.3.2 Monthly Valuation File – (MOVAL) The TPA shall receive from IPs by the 5th business day of each month and maintain an all-inclusive, up-to-date Plan-level Valuation File in the form established by the TPA. The Moval Files shall be run by the TPA the same day it is received from each IP. All information in the MOVAL File is the property of the State and shall be available to the BDC at any time. All DCP records are confidential and are exempt from the provisions of Section 119.07(1), F.S., as cited in Section 112.215(7), F.S. (Exhibit #9) The IPs will furnish a MOVAL file to the TPA by the 5th business day of the following month to be utilized in preparing the monthly summary reports. The MOVAL will be prepared in accordance with a record layout approved by the BDC and electronically transmitted to TPA by IPs and shall include no less than the following information for each investment product selected by each PART:

1. Case identifier

2. File identifier

3. Record identifier

4. File creation date

5. Valuation date

6. PART’s SSN

7. PART’s account

8. Money source

9. IP code for provider

10. Transaction date

11. Fund code

12. Transaction type code

13. Charges/ Explanations

14. Net amount of transaction

15. Unit or share price on transaction

16. Number of units or shares acquired or surrendered as a result of the transaction

17. Transferred to/from fund code

18. Transfer value

19. Transfer amount

20. Transfer date

21. Cash value of fund

22. Fund code for inter-fund transfers in/out

23. Annuity value

24. Transaction group

25. Monthly amount of each transaction group

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26. Year to date value of each transaction group

27. Inception to date value of each transaction group

28. Payout option code for annuities

29. Annuity payment amount

30. Frequency of annuity payment

31. Year to date annuity payment amounts

32. Inception to date of all annuity payments made

8.3.3 Plan Audit Report The Plan Audit Report is created on a monthly basis by the TPA from the data that is reported on the Monthly Value Files that is received from the each of the IPs. This report, which is due fifteen (15) business days after the receipt of the MOVAL files, reflects the transaction activity amounts and then identifies any discrepancies between the total amounts reported on the MOVAL files and the individual amounts that is on the MOVAL files. (Exhibit #10) The data is collected, by fund and source, for the month and displayed in these categories:

Beginning Balance Charges

Deposits Transfers to Annuity

Earnings Plan to Plan Transfers

Transfers In QDROS In

Transfers Out QDROS Out

Withdrawals Ending Balances The Report also itemizes the assets by specific IP, investment option and these accounting categories:

Pretax IRA Rollover

Qualified Plan Rollover All Sources

457 Plan Rollover

The Plan Audit Report also lists the monthly PART count for each IP, and the total number of unique PARTs in the plan as defined below:

The unique PART count is the number of PARTs that are signed up with only one IP.

The monthly PART count is the number of PARTs with an account balance. The completed Plan Audit Report is delivered to each IP to be reconciled, with a detailed explanation for any discrepancies that have been reported for the month. 8.3.4 Plan Audit Report Responses Once the Plan Audit Report has been submitted to the IP’s, a detailed explanation of any discrepancies must be returned to the TPA within ten (10) business calendar days. The information is then collated into the Plan Audit Report Response, and submitted to BDC by the 3rd business day. (Exhibit #11) 8.3.5 Plan Activity Report The Plan Activity Report categorizes PART account activity on a monthly basis. The Plan Activity Report is due to the BDC by the 10th business day after receipt of the Monthly Valuation File. (Exhibit #12)

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This report provides the following information for each IP in the following categories:

* New Enrollments- new enrollment to the State of Florida 457 Plan

* Catch-ups- newly enrolling PARTs into the catch-up program

* Transfers In- PARTs transferring money into the individual IP Plan

* Transfers Out- PARTs transferring money out of the individual IP Plan

* Active PARTs with a Balance- PARTs with a balance remaining as of month-end

* Rollovers Out of the Plan- PARTs transferring all money from the State of Florida 457 Plan

* Rollovers In the Plan- PARTs transferring money into the State of Florida 457 Plan

* Stops- PARTs that have elected to stop all deferrals in the individual IP plan

* Restarts – PARTs that increase their contribution from $0.

8.3.6 DCP Number of Accounts Report The DCP Number of Accounts report is provided by the 10th business day of each month to BDC. This report provides the monthly PART count for each IP. The monthly PART count is the number of PARTs that have a balance on the TPA system at month end plus the number of Plan annuitants. In order to reduce the cost of this service and if authorized by the TPA, the PA will run this report. (Exhibit #13) 8.3.7 Net PART Change Report The TPA shall provide BDC, by the 10th business day, the Net Change of Enrollment report. The report provides by IP the number of centralized and non-centralized monthly new enrollments less withdrawals. In order to reduce the cost of this service and if authorized by the TPA, the PA will run this report. (Exhibit #14) 8.3.8 FRS Census File The TPA receives an electronic census file from Florida Retirement System (FRS) by the 16th of each month. The file contains a list of employees who are eligible to participate in the SOF DCP. The TPA updates its system to keep record of the eligible PARTs. In order to reduce the cost of this service and if authorized by the TPA, the PA will run this report. (Exhibit #15) 8.3.9 BOSP Termination Report The TPA receives monthly files of terminated employees from BOSP. TPA will flag the PART accounts of terminated centralized employees and provide a report to the BDC of terminated participants with account balances that were not included in the previous months reports. The TPA updates its system with the BOSP file the same day the file is sent. This report will contain the Participant’s Name, Address, Social Security Number, IP and will be in a Microsoft Excel format. In order to reduce the cost of this service and if authorized by the TPA, the PA will run this report. 8.3.10 One Year Participant Anniversary Report The TPA shall provide BDC, , a One Year Participant Anniversary Report five (5) business days after the end of the month that contains every DCP participant who has been enrolled in the Plan for 12 months. For any given monthly one year anniversary report, TPA should cross reference with that previous Month/Year’s New Participant list to create a report including any employee that still has a balance in the Plan since they enrolled 12 months before. This report will contain Plan#, Name, SSN, Address, City, State, Zip, Age, and Email, Run date and will be in a Microsoft Excel format. In order to reduce the cost of this service and if authorized by the TPA, the PA will run this report.

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8.3.11 New Enrollment Report The TPA shall provide BDC with a report that contains new PART enrollments by the 5th business day of the month This report will contain Plan#, PART Name, SSN, Address, City, State, Zip, Age, and Email and Run date. This report will be electronically transferred to the clearinghouse and will be in a Microsoft Excel format. In order to reduce the cost of this service and if authorized by the TPA, the PA will run this report. 8.3.12 Account Summary Rejection File The TPA shall provide a rejection file from the daily Account Summary File to the IP’s by the 5th business day of the month. This file identifies social security numbers and balances by IP’s that are not on the record keeping system. 8.4 QUARTERLY REPORTING 8.4.1 Stop Deferral Report The TPA will provide a quarterly report to the BDC of PARTs that have a balance, but have stopped deferrals and are not on the BOSP Termination Report by the 15th business day of the quarter. This report will contain the PART’s Name, Address, SSN, IP and be in a Microsoft Excel format. In order to reduce the cost of this service, and if authorized by the TPA, the PA will run this report. (Exhibit #16) 8.5 ANNUAL REPORTING 8.5.1 Plan Performance Report The TPA shall at the end of each calendar year of operation furnish to the PA, in the form specified by the PA, a report indicating the overall activity in and performance of the DCP. The information shall be furnished by each IP, and the TPA shall consolidate it into the DCP Annual Performance Report. The TPA shall request the data from each IP before January 10th and give each IP twenty (20) days to respond. The TPA will forward the 1st draft of the consolidated report to the PA by February 20. The PA will provide the TPA with changes and corrections by March 10. The TPA will forward the final report to the PA no later than April 1 of the year following the calendar year being reported. The TPA will furnish the BDC with thirty (30) bound copies of the report and one unbound copy. (Exhibit #17) 8.5.2 Required Minimum Distribution Report The TPA determines the PARTs that will be at least 70 ½ by April 1st of the next year. This report is used by the IPs to determine which PARTs will require an IRC Required Minimum Distribution. RMD report is electronically submitted to each IP. This report is due December 31st of each year. (Exhibit #18) 8.5.3 Unique Participant Address List The TPA shall provide BDC a report that lists the addresses for all unique PARTs that have an account balance on the TPA data base system. This report is due upon request from the BDC. 8.5.4 Random Participant List The TPA shall provide BDC annually a report thirty (30) days after the audit begins. that list address information for a set number of randomly picked PARTs that has not been reported before, from the TPA data base system. BDC will use this report for its annual survey. This report is due upon request from the BDC. In order to reduce the cost of this service and if authorized by the TPA, the PA will run this report.

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8.5.5 Participant, Investment Provider & Third Party Administrator Compliance Testing Files & Reports The TPA shall assist in the annual compliance testing (CPA conducted) of PART accounts by providing PART account information to the CPA firm as requested by the BDC. The “Random PART List” in 8.5.4 will be used. This report is due upon request from the BDC. 8.5.6 Third Party Administrator Financial Report The TPA shall furnish the BDC or his authorized representative, following each corporate fiscal year, a certified copy of its SSAE16 report including SOC 1 and 2 or its contractor’s official annual financial report (financial statements) audited by properly licensed independent certified public accountants showing the financial condition of TPA and its affiliates at the close of each year and the results of operations of TPA during such year. This report must be provided to the BDC within seven (7) calendar days of receipt by the TPA. 8.5.7 Annual System Security Update The TPA will submit a completed “Annual System Security” form by June 30th of each year. (Exhibit # 21) Section 9 Operational Policies and Procedures Within thirty (30) calendar days of the commencement of the contract, the TPA shall provide a manual to the BDC and IPs of procedures for its portion of the operation of the DCP including a description of how all services are to be performed. The manual should be available in both hard copy and electronic format. Hard copies of the manual will be provided to the BDC and IP staff prior to training. The manual shall be maintained and up-dated annually to state and clarify the policies and procedures governing all aspects of its administrative/operational involvement within the DCP. 9.1 Third Party Administrator Plan Support The TPA will be responsible for providing services necessary to assist the BDC with the activities associated with the DCP. The TPA’s trained Florida Staff must be able to answer BDC questions about the DCP operations, as well as provide guidance and assistance on how to resolve operational, data entry and administrative problems. The TPA’s trained Florida Staff must be available between the hours of 8:00 a.m. - 5:00 p.m. Eastern Standard Time each business day for the IP’s, BDC, and pay centers. After hours messaging is required. The TPA designee will be available 24 hours a day, 7 days a week for the PA for after hours emergencies. Internet access to the transaction/data entry system will be available to the BDC and IPs 24 hours a day with the exception of the time necessary for the normal maintenance of the system and updating of information. The TPA is expected to respond to all requests for assistance by the BDC within the same business day as requested. 9.2 BDC Responsibilities In order to facilitate the performance of TPA’s obligations hereunder in an efficient manner, and to ensure the successful implementation and administration of the DCP, the BDC, to the extent authorized by law, shall take all necessary steps to accomplish such objectives, including but not limited to:

1. Ensuring and organizing the deferrals for the BDC PARTs are deducted from the appropriate payroll centers on each pay date as well as giving final approval to the creation of the Prebill and actual files sent to and from the pay centers. Acting as a liaison between the TPA and pay centers and clearing any discrepancies that may occur with the payroll files.

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2. Coordinating with the centralized and non-centralized pay centers to allow the deduction

of deferred amounts from PART's compensation.

3. Require each IP to submit the appropriate data, reports and files as outlined in the Scope of Work and Technical Specifications.

4. Make all decisions regarding the investment products offered under the plan. The BDC will conduct periodic reviews of the investment products and recommend changes, as necessary. Changes in investment products will be communicated to the TPA prior to the effective date.

5. Make PART entries/changes if an IP has EPAF entries that are rejected and the IP cannot correct and resubmit them in time for the effective payroll date.

6. BDC will flag all the non-centralized PARTs into the TPA system who have been reported as terminated by its respective non-centralized entities.

7. Support the TPA in performing its obligations of this RFP.

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Attachment B Service Questionnaire

Service Questionnaire

SECTION 10: SPECIAL CONDITIONS 10.1 PROPOSAL CONTENTS

10.1.1 Technical Bid/Proposal Content

1. Provide a brief statement of the Proposer’s understanding of the work to be done and your company’s commitment of the requirements outlined in this RFP. 2. Provide the names, titles, addresses (including e-mail), and telephone numbers of the individuals who are authorized to make representations on behalf of the Proposer. 3. Include the Signature of person(s) authorized to legally bind the Proposer. 4. If the Proposer is the local resident manager/representative for a nationwide company, this fact should be indicated in the certification. The local business address from which the firm operates, business telephone/cell phone number(s), and the name of a local contact person must also be included in the Proposal. 5. Include Proposer’s certification as to the accuracy of the Proposal; and a statement that Proposer agrees to not seek indemnification from the Department for any costs or services. 6. Provide a copy of your firm’s latest SAE16 report including SOC 1 and 2. Indicate how frequently your firm has this audit conducted.

10.1.2 Administration and Management 10.1.2.1 Firm History 1. Give a brief history of your firm. 2. Is your firm a parent, subsidiary, or affiliate of another firm? Give full disclosure of all direct or indirect affiliations. Explain in detail your firm’s structure. 3. What portion of the firm’s overall business model is attributable to services for IRC 457(b) tax-deferred defined contribution programs, exclusive of investment management? 4. Describe any pending agreements to merge or sell your firm. 5. Has your firm undergone a change in senior management in the last five years? Describe the change in detail. 6. Has your firm ever filed a petition or has your firm been petitioned into bankruptcy or insolvency or has your firm ever made any assignment for the benefit of your creditors? If so, provide complete details. 7. Has your firm been identified as a target in any on-going legal or regulatory investigation within the last five years? If yes, provide complete details.

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8. Has your firm had a contract terminated by a client for cause within the last five years? If so, by whom and under what circumstances? Provide the name and telephone number of each client that has terminated your firm's services. 9. Has your firm had a contract non-renewed by a client within the last five years? Provide the name and telephone number of each client that has non-renewed your firm's services. 10. Is your firm licensed to conduct business in the State of Florida? If not, please attach an opinion of counsel giving his or her opinion as to whether licensure is required and if so whether he or she anticipates any difficulties in obtaining all necessary licenses prior to the effective date of the contract. 11. Do all your administrative and record keeping services comply with federal and state of Florida IRC 457(b) and ERISA regulations? Please give a detailed description of your legal team that will provide guidance to all TPA regulations. If not, please specify areas of conflict. 12. In the past five (5) years, has your firm ever been denied a license to do business? If so, please state the date of the denial, the license denied, the state in which the license was denied, and the reason given for denial of the license. 13. In the past five years, has your firm had a license to do business revoked or suspended? Has your firm been reprimanded by a Federal or State agency? If so, provide explanation with details. 14. Provide in detail:

a. How your firm plans to keep all program data confidential from other areas of your firm that could gain

an advantage by offering State of Florida governmental employees financial and demographic information?

b. Why you believe your firm would be the best fit as the TPA for the program? c. Describe other programs in which your firm is an investment vendor as well as the TPA for a multi-

investment vendor. d. Explain the advantages and disadvantages of being both a multi-vendor the TPA and an investment

vendor for the same program. e. Explain in detail how your firm’s TPA structure is separate from your investment/retirement services

structure.

10.1.2.2 Firm Experience 1. In responding to the questions below, Proposer must provide documentation of previous experience in

conducting multi-vendor record keeping services similar to the requirements of this RFP. Experience should be reflective of the Proposer’s ability to perform the services requested in this RFP.

a. For how many clients do you currently provide multi-vendor TPA services? Complete the table below as of January 2015; identify as plan type: IRC 457(b), 401(a), 403(b), and 401(k).

Plan Type Number of Plans

Number of PARTs

Total Assets Number of Multi-Vendor Clients?

457(b)

401(a)

403(b)

401(k)

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b. Identify how many IRC 457(b) Plan contracts you have implemented since January 2005 involving

groups of 100,000 PARTs or more and how many of that size are awaiting implementation. How many of those contracts did you convert from another TPA?

c. State how long your firm has provided record keeping services for each IRC category:

i. IRC 457(b)

ii. IRC 401(k) and 401(a)

iii. IRC 403(b) d. Describe your structure of services to the types of programs listed above. e. Describe the delivery channel, system, and personnel anticipated to fulfill the requirements of this

RFP. f. Provide a statement of your firm’s strategic commitment to the public sector tax-deferred defined

contribution marketplace; include documentation to support your commitment. g. Describe criminal or credit background investigative procedures your organization use to validate

the reliability of employees who may have access to our PART and DCP Records.

2. In responding to the questions below, the Proposer shall describe three (3) or more past projects that are relevant to the services delivery requirements of this RFP. A current project is acceptable as long as the program is currently operational. The experiences should include a multi-vendor record keeping and administration services with contract values greater than $1 billion. For each project, include:

a. Project title, client organization, and project reference, with phone and email address. b. Period of performance (initial and final). Explain any delay in project implementation and

completion. c. Contract value (initial and final). Explain any growth in contract value. d. The degree to which the project was successful with respect to success in achieving organizational

goals, on-time completion of supplemental projects, and on-budget project delivery.

e. Describe how the project was similar to the requested record keeping services of this RFP.

10.1.2.3 References 1. How relevant are the services described in the references to the services sought via the RFP?

2. How well do the references demonstrate Respondent’s experience in performing contracts of similar size and scope for the services sought? 3. How well do the references demonstrate Respondent’s ability to provide the requested services? 4. Are there any issues or concerns identified by the references? 10.1.2.4 Identification of Project Personnel

1. The Proposer will designate specific members and their back-ups in the operations of the project team considered to be essential to the services to be provided as key personnel. Key personnel will be those assigned to agreed-upon key roles. Key roles should be defined within the proposed organizational structure

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and fulfill the requirements of a designated support team. The State requires that the Proposer’s Contract Manager is on the designated key personnel list. Describe any 457(b) multi-vendor TPA experiences that any team member possesses.

The BDC and Payroll Center training is to be completed prior to the user acceptance date. The TPA will maintain all host side communications hardware and software at its company's expense. Before awarding the contract, BDC systems’ personnel will review and approve all communications technology. The Department systems personnel will require a schematic of all hardware/software on the system including version numbers, release numbers, model numbers, etc.

The TPA shall have highly qualified personnel available, as needed, to conduct complete and detailed training sessions on any changes to the TPA’s systems and processing methodology, including instruction on how to use the on-line access system, at sites designated by the BDC. 2. The following information must be provided for staff assigned to the implementation and the contractual services.

a. Name the team leader and their back up who will have overall account management responsibilities for the DCP. Provide the resume for these individuals including qualifications, experience, and number of years with your firm and primary work location and past work history. Describe the duties and responsibilities for these individuals. b. Provide the names and backgrounds of key record keeping team members and their backups that would be assigned to this account. Describe the roles and responsibilities of each and provide an organizational chart. c. Description of qualifications and relevant experience that makes proposed individuals suitable for designated roles on this project. d. Describe the percentage of time these individuals will dedicate to this account during each phase of the conversion and later years of the contract. e. Describe the professional qualifications and experience of all principals in your firm who will be directly involved in providing services under this contract. f. Do your team members have 457(b) knowledge and experience?

3. Does your firm utilize a team or functional approach when delivering record keeping services?

If a team approach is used: a. How many team members would your firm assign to this account during conversion, implementation, testing, and operation? b. For how many other plans would the assigned team be responsible? c. How is information regarding the processing requirements passed among all team members? d. Describe any conflict with multiple processing schedules. How does your firm provide back up? e. Do your team members have 457(b) knowledge and experience? f. If needed, will your team provide manual work to ensure BDC processes are completed and accurate, such as balancing pay center payrolls? How many hours are included in your proposal?

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4. Describe the size of an average deferred compensation service team and team PART's functions. Where is the record keeping staff located?

If a functional approach is used:

a. How are the various functions divided? b. How is information regarding the processing requirements shared between and within functional areas? c. What oversight is provided to ensure that overall requirements and standards are met? d. Is it your intention to staff the DCP service team with existing employees or to expand your current staff? e. If you intend to utilize existing staff, indicate how and when you will transfer current client responsibilities. f. If you intend to increase staff, indicate how many positions will be added, when each staff position will be added, and how they will be trained regarding your operational procedures and the DCP service requirements.

5. How do you assure quality control and customer satisfaction with regard to staffing?

6. How do you assure continuity in the event of absences or departures of assigned staff?

7. What processes are in place for elevating issues raised by the Department?

8. Describe the below support services.

a. Confirm that a toll-free number will be available for the Florida project for Department employees. b. Provide an emergency contact and contact information. c. Confirm that after hours messaging will be available. d. How will outstanding issues be tracked and resolved? e. How will you monitor and report your service response level?

10.1.2.5 Project Management Requirements 1. What do you believe to be the adequate number of support personnel given the services that will be required as described in the scope of services? 2. Will these representatives service only the DCP or will they service an identified group of plans? 3. Describe your firm's experience interfacing on a daily basis with financial type companies that maintain separate owner accounts. 4. Review our IP list. Identify any company with which your firm cannot provide TPA services. 10.1.2.6 Location of work. Provide a summary of the Proposer’s locations and staffing in Florida or elsewhere in the United States. If your company does not reside in the Eastern Standard Time Zone, identify how the BDC state office and pay centers communicate with the entire staff assigned to this contract during normal business hours, 8am-5pm

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EST. All services under this contract shall be performed in the United States. The TPA may not perform or subcontract any part of the deliverables in a foreign country. 10.2 Third Party Administrator System Requirements 10.2.1 System Capacity

1. What level of additional unallocated system capacity do you maintain? How frequently is this monitored? What is the expected impact of the DCP on the unallocated capacity?

2. What guarantees will you provide to the Department regarding your system capacity and the volume of

PARTs and pay centers that may join the DCP? 3. What additional system capacity is currently available to your record keeping system? How does this

capacity compare to the portion of your system currently in use? 4. Describe your procedures for ensuring that your system can receive daily participant data information

from each IP. 5. Describe all controls taken to ensure the timeliness of record keeping, that each PART account

complies with all provisions of the program and government regulations. 6. How are errors, corrections, and adjustments handled through your record keeping system for payroll

files?

7. Is this error handling process manual or can corrections be identified on the system?

8. What hardware/systems/formats are presently in place for electronic receipt and upload of information from IPs?

9. Describe how you propose PART data would be transmitted to and from the IPs daily, include what

time of day.

10. Describe how your system will store program records (asset allocations, deferrals, etc.). 11. Describe your procedures for monitoring contributions and applying IRC limits.

12. You will be required to provide a listing of all authorized deferrals for every pay date of the pay

centers entities by a deadline. This listing must be provided by a method compatible to the pay center systems that currently uses electronic files. What are the limitations your company has to adhere to a pay date deadline? 13. Describe how PART’s demographic data will be maintained and provide examples, which may or may

not be limited to the list below:

a. Age b. Gender

c. Home address, e-mail, and work address

14. Confirm that your system can change the investment provider naming codes.

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10.2.2 On-Line System Access

1. Describe the arrangements under which your firm will provide the IP companies and the BDC staff on-line access to DCP records.

2. Describe the data that will be available to BDC staff and provide copies of the data screens that staff

will view. Indicate if you will apply or are capable of applying different restrictions to different accessing parties.

3. Describe the computer hardware, transmission line and connection capabilities that the accessing

parties must have in order to be able to access a plan database. What system and communication requirements will the BDC and IP companies be required to have in order to receive transmitted PART data securely through your channel?

4. Indicate what security precautions, administration and access control procedures your firm will require.

Will these be required for inquiry and data entry?

5. Indicate any restrictions that your firm will impose regarding the information and reporting that can be obtained or in terms of time of access to the system to generate desired reports.

6. Detail the typical turnaround time for several types of special reports commonly requested by clients.

Discuss the type and timing of data available by electronic delivery for:

a. On-line view b. On-line download of formatted data c. On-line download of raw data d. Report-writing access

10.2.3 System Support and Maintenance

1. Indicate whether your record keeping system software is owned by your firm or licensed from another organization. Subcontracting with another organization is not permitted.

If your firm owns the system software:

a. What is the size and composition of the systems staff? b. Was it originally purchased from an outside vendor, or internally developed? c. Who was the system purchased from and does your firm have a maintenance agreement with the vendor for ongoing support? d. When it was first implemented and last updated? e. What is your success rate with having enhancements/modifications embedded into the base product? What are the associated time frames that it takes to accomplish these requests? f. How often is your system updated? g. How often do you run a maintenance update on your system? h. Confirm that your company will pay all costs associated with updates and maintenance issues.

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If your firm’s system software is not proprietary:

a. What is the size and composition of the support systems staff? b. Whom was it originally purchased from? c. Provide the details of the maintenance agreement with the vendor for ongoing support. d. Is your firm allowed to modify the system? e. How often is the system updated? Is there a blackout period? f. Give details of the licensing agreement and the owner’s information. g. What is your success rate with having enhancements/modifications embedded into the base product? What are the associated time frames that it takes to accomplish these requests? h. Confirm that your company will pay all costs associated with updates and maintenance issues.

2. Describe any pending system changes that may affect proposed implementation dates.

3. How much has your firm spent on system and technology enhancements in each of the past three

calendar years? What expenditure is planned for the next five years?

4. Does your firm have a separate systems support group for your record keeping system? What is the size of the internal systems staff that supports the record keeping system?

5. Confirm that your firm does not charge the BDC for system modifications required by legislative changes?

6. Describe your firm's system disaster recovery procedures. How frequently are your procedures tested? When did you last perform a full-scale disaster recovery test?

7. Describe your systems back-up procedures. How frequently are back-ups performed? Are files archived and stored at an off-site location? Where is the off-site location? What are your company’s procedures in the event that your systems are hacked and confidential information has been accessed by unauthorized parties?

8. What security protections exist to ensure that PART data is fully protected? Include in your answer, PART data stored on your platform and PART data that is transmitted. Describe the procedures, monitoring techniques and safeguards you use to protect the confidentiality of information on PARTs and beneficiaries by unauthorized employees or other persons. Include your company’s written security policy.

9. Provide an outline of the various data transmission protocols (PGP, VPN, SFTP, etc) you currently use, or anticipate using in the future. Include a breakdown of the percentage of each method that is currently used by your customers. Do you have the capacity to change methods easily?

10. Should your company be an investment provider in this plan, what are the specific safeguards your system has to secure the identity of the PART information from the investment provider side of your system?

11. What type of security procedures does your company use for mobile devices?

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12. What is your company’s history of data loss? If applicable, please provide the full details of each data loss, including the procedures your company followed after the breach. What steps does your company take to prevent future data loss. How does your firm protect the plan sponsor and it’s employees?

13. How do you insure that your systems and overall technology capability remains competitive with marketplace best practices after the program is implemented?

14. What is the maximum number of investment options that your record keeping system and your access channels can support?

10.3 Conversion and Implementation Requirements 10.3.1 Conversion and Implementation Work Plan The proposer is required to include a detailed Conversion and Implementation Work Plan for the DCP outlining all the steps necessary to set up account records, create interfaces with the BDC, Pay Centers and IP’s, establish reconciliation procedures for payroll, and running side-by-side systems with the current TPA. Include test dates and deliverables. The Conversion and Implementation Work Plan must specify all necessary major tasks to be performed, any tasks, which are dependent upon the completion of other tasks, and completion dates for all major tasks identified in the work plan. The Conversion and Implementation Work Plan must also specify accountable parties for each major task. The Conversion and Implementation Work Plan must also specify the approximate number of hours to be spent on this project, by each level of personnel, and the nature of work to be performed by such personnel. 10.3.2 Additional Conversion and Implementation Information

1. Describe where and when necessary testing will occur. What documentation will be provided to the BDC regarding tests conducted and its results?

2. How will you test systems and access channels to ensure the volumes anticipated can be supported?

What contingency plans will you put in place to protect against volumes larger than those anticipated?

3. Provide a description of how you would anticipate and respond to system failures during this phase.

4. How will your firm guarantee its deliverables for conversion and implementation?

a. What is your experience in providing the required services? b. Fully describe the services you have provided in these instances and compare and contrast

them to the services requested by the BDC.

5. What is the largest number of PART records that you have converted from another TPA for a deferred compensation plan?

6. Identify each conversion to which you have committed for the next two years involving 100,000 or more

PARTs; include PARTs count for each.

7. Regarding your firm’s general conversion team staffing, how many employees do you have that work exclusively on conversions and implementations?

8. How many people will work exclusively on the conversion and implementation of the DCP? Over what

period of time will they be dedicated to this program? 9. If the team (or any team member) will not be working exclusively on this project, how many additional

plans/programs will they be working on?

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10. Do you currently have adequate staffing within your company to staff the DCP? To the extent you do not, how will staff be added?

11. Identify the expected members by functionality. Include a description of the role of each member and

any minimum qualifications that apply for each role. Also provide a backup name for each team member.

12. Does your firm expect problems during conversion and if so, please explain in detail what problems are

expected and how you propose to respond to them? 10.4 Standards and Specifications

10.4.1 Reports and Reporting

1. List and describe the reports your firm proposes to prepare for the BDC. Indicate what additional information not requested in this RFP that your reports could provide.

2. Confirm that your reports would not provide less information than described in the Statement of Work and Technical Specifications and that your reports will meet the requirements described in the RFP.

3. What is the process for developing customized report formats and delivery mechanisms customized to

client requests?

4. Indicate whether electronic reports as will be provided when requested by the BDC.

5. Does your company currently provide an annual report for any of your other government clients? If yes, please include a sample year-end annual report or similar report.

6. Please list your company’s standard Third Party Administrator reports that are available.

7. To what extent will the BDC be able to generate its own reporting via your system? What limitations exist on this functionality?

10.5 Optional Enhanced Services 10.5.1 Website Design and Maintenance

1. Provide the contact name and telephone numbers of three clients for whom your firm has developed and maintained a customized website. Describe the features of each site and provide sample print screens.

2. Provide the address and necessary access codes or passwords to whatever test websites you may

have available, so the BDC can test your website capabilities. Indicate the time period for which this access will be available.

3. The DCP site will contain retirement and investment modeling tools. Will you provide PART account

data to populate these tools and how frequently? 4. Will you commit to posting, appropriately tested and approved, BDC directed changes to the website

within 72 hours?

5. Confirm your Standard Operating Procedures (SOPs), including event timing, for website maintenance and updates.

6. Describe how your company will create and maintain the multi-vendor website as described in 6.3.5

Optional Enhanced Services.

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7. Confirm your company will populate the website with the daily account summary file sent to your company by the IPs.

8. Attach screen shots of reports of the educational tools that your company plans to populate on the website. Are those tools proprietary? If not, what company designed them?

10.5.2 Ad hoc Reports Confirm the BCD will be able to design and generate its own ad hoc reports off your system. 10.6 Additional Proposer Information

1. Are there any concerns or problems related to or servicing of this account which have not yet been presented? If so, please identify each concern or problem and state how your company would resolve the issue.

2. Describe any limitations or restrictions your company would impose or now imposes in providing

services for DCP funds with multiple investment providers.

3. Describe any limitations or restrictions your company would impose in providing record keeping services for the IPs.

4. What capabilities does your company have that would distinguish your company from your competitors or enhance the recordkeeping process for the program?

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Attachment C – Cost/Price Response

The structure and directions of this Pricing Proposal have purposely been presented as generic in nature by the Department, to afford the respondents to be as innovative as possible in its response. It is anticipated that respondents will offer a pricing model, for the contract period, which specifically addresses its pricing for the standard record keeping services.

Proposed Fee for Standard Third Party

Administrator Services $ Per

month X 12 months = $ X 5 years = $

Year 1 Renewal $

Per month

X 12 months = $

Year 2 Renewal $

Per month

X 12 months = $

Year 3 Renewal $

Per month

X 12 months = $

Year 4 Renewal $

Per month

X 12 months = $

Year 5 Renewal $

Per month

X 12 months = $

Total Cost of the Contract $

These services referenced in Section 6.3.1 thru 6.3.6 may or may not be utilized at the discretion of the BDC.

Enhanced Services

40 hours per month of manual Third Party Administrator services above the manual TPA process included in RFP Monthly $

*Loan File Exchange $

DCP Transaction Count annual report Annual $

*Deferred Compensation Plan Website $

NAGDCA Survey annual report Annual $

*Ad hoc reports designed and generated $

* As needed and requested by the PA

All additional charges for future changes to reports, communications or any services and other labor-based services pursuant to those requested above the forty (40) hours per month will be billed on this hourly rate not to exceed $100.00 per hour.

Proposed Hourly Fee for additional charges: $_________________ The above fees shall apply during the term of the Contract. These rates may not increase during any renewal. If an hourly fee greater than $100.00 per hour is proposed, the proposal will be deemed nonresponsive. I agree to abide by all conditions of this Response and certify that the Respondent is in compliance with all requirements of

the RFP, including but not limited to, certification requirements.

RESPONDENT NAME: _________________________________

NAME OF AUTHORIZED REPRESENTATIVE: _________________________________

AUTHORIZED REPRESENTATIVE SIGNATURE: _________________________________

EMAIL ADDRESS _________________________________

PHONE NUMBER _________________________________

SIGNATURE DATE: _________________________________

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Attachment D– Reference Form

Client References This form must be completed by the person giving the reference on the Respondent. For purposes of this form, the Respondent is the business entity that currently or has previously provided services to your organization, and is submitting a reply to a solicitation. Upon completion of this form, please return original to Respondent. This business reference is for (Respondent’s Name): _______________________________ Name of the person providing the reference: ______________________________________ Title of person providing the reference: ___________________________________________ Organization name of person providing the reference: _______________________________ Telephone number of the person providing the reference: ____________________________ Please identify your relationship with the Respondent (e.g., subcontractor, customer). How many years have you done business with the Respondent? __________________________________________________________________________ Please provide dates:_________________________________________________________ If a customer, please describe the primary service the Respondent provides your organization. ______________________________________________________________________ Did the Respondent act as a primary provider or as a subcontractor?__________________________________________________________ Do you have a business, profession, or interest in the Respondent’s organization? If yes, what is that interest? ____________________________________________________ Have you experienced any contract performance problems with the Respondent’s organization? If so, please describe.

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Attachment E–Identical Tie Response Certification

In the event of identical tie Proposals, preference shall be given to the Respondent who (check the applicable block) certifies one or more of the following:

_____A. The response is from a certified minority-owned firm or company;

_____B . A veteran owned business certified according to s. 295.187, F.S.

_____C. A Florida-based business having at least one of the following characteristics:

1) Fifty-one (51%) percent of the company is owned by Floridians; or

2) Employs a workforce for this project or contract that is at least 51% Floridians; or

3) More than 51% of business assets of the company, excluding bank accounts, are located in Florida.

_____D. The response is from a Florida-domiciled entity

_____E. The commodities are manufactured, grown, or produced within this state;

_____F. Foreign manufacturer with a factory in the State employing over 200 employees working in the State.

_____G. Businesses with drug-free workplace programs. Whenever two (2) or more solicitation Responses which are equal with respect to price, quality and service are received by the State or by any political subdivision for the procurement of commodities or contractual services, a solicitation Response received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. Established procedures for processing tie solicitation Responses will be followed if none of the tied Respondents have a drug-free workplace program. In order to have a drug-free workplace program, a business shall:

1) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition.

2) Inform employees about the dangers of drug abuse in the workplace, the business’s policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation and employee assistance programs and the penalties that may be imposed upon employees for drug abuse violations.

3) Give each employee engaged in providing the commodities or contractual services that are under solicitation a copy of the statement specified in subsection (1).

4) In the statement specified in subsection (1), notify the employees, as a condition of working on the commodities or contractual services that are under contract, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance law of the United States or any State, when a violation occurs in the workplace no later than five (5) days after such conviction.

5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee’s community by any employee who is so convicted.

6) Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section.

I certify that this firm complies fully with the above-selected requirements. (If item E above is selected, subsections 1 through 6 have been met.) Contractor’s Name: ______________________ Authorized Signature: ______________________

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Attachment F

Opinion of Out-of-State Respondent’s Attorney on Bidding Preferences (Sections I and II must be completed by the Attorney for an Out-of-State Respondent) Notice: section 287.084(2), F.S. provides that “a vendor whose principal place of business is outside this state must accompany any written bid, proposal, or reply documents with a written opinion of an attorney at law licensed to practice law in that foreign state, as to the preferences, if any or none, granted by the law of that state [or political subdivision thereof] to its own business entities whose principal place of business are in that foreign state in the letting of any or all public contracts.” See also: section 287.084(1), F.S.. I. Legal Opinion about State Bidding Preferences (Please select one) _____ The Respondent’s principal place of business is in the State of ___________ and it is my legal opinion that the laws of that state do not grant a preference in the letting of any or all public contracts to business entities whose principal places of business are in that state. _____ The Respondent’s principal place of business is in the State of ___________ and it is my legal opinion that the laws of that state grant the following preference(s) in the letting of any or all public contracts to business entities whose principal places of business are in that state: [Please describe applicable preference(s) and identify applicable state law(s)] ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ II. Legal Opinion about Political Subdivision Bidding Preferences (Please select one) _____ The Respondent’s principal place of business is in the political subdivision of ___________ and it is my legal opinion that the laws of that political subdivision do not grant a preference in the letting of any or all public contracts to business entities whose principal places of business are in that political subdivision. _____ The Respondent’s principal place of business is in the political subdivision of ___________ and it is my legal opinion that the laws of that political subdivision grant the following preference(s) in the letting of any or all public contracts to business entities whose principal places of business are in that political subdivision: [Please describe applicable preference(s) and identify applicable authority granting the preference(s)] _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Signature of out-of-state Respondent’s attorney: ____________________________________________________ Printed name of out-of-state Respondent’s attorney: _________________________________________________ Address of out-of-state Respondent’s attorney: ______________________________________________________

Telephone number of out-of-state Respondent’s attorney: _____________________________________________ Attorney’s state of bar admission:

_________________________________________________________________

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PROVIDER CONTRACT Attachment G

THIS CONTRACT (“Contract”) is entered into by and between the State of Florida, Department of Financial Services, 200 East Gaines Street, Tallahassee, Florida 32399-0317 (the “Department”) or its successor, and__________ (the “Contractor”), effective as of the last date signed below.

WHEREAS, the Department has determined that it is in need of certain services as described herein for a Third Party Administrator for its Multi-Investment Provider Deferred Compensation Program, for the State of Florida Internal Revenue Code 457(b) Deferred Compensation Program;

WHEREAS, the Contractor, as an independent contractor of the Department, has the expertise and ability to faithfully perform such services;

WHEREAS, the Third Party Administrator will be a daily collection hub of participant demographic and financial information from five investment providers and the State’s Bureau of Deferred Compensation; and

WHEREAS, the Third Party Administrator will use the participant information to create and populate the State of Florida Deferred Compensation website, create payroll files, and provide reporting to the State of Florida Deferred Compensation Office. In addition, the Third Party Administrator will provide payroll files to and receive payroll files from multi pay centers and investment providers.

NOW THEREFORE, in consideration of the services to be performed and payments to be made, together with the mutual covenants and conditions hereinafter set forth, the parties agree as follows:

1. Contract. a. Abbreviations and Definitions. In this Contract, the following terms shall have the

respective meanings stated in Section 1.1.1, Section 1.4, and Attachment A, Section 6.1.

b. Entire Contract, Order of Precedence. This Contract, including any Attachments referred to herein and attached hereto each of which is incorporated herein for all purposes, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to such subject matter. If there are conflicting provisions between the documents that make up the Contract, the order of precedence for the documents is as follows: i) The Contract document; ii) The documents and materials attached to or incorporated by reference in the

Contract including the approved final version of the Statement of Work; iii) The solicitation and Forms PUR 1000 and 1001.

2. Services, Deliverables and Delivery Schedule.

a. The Contractor agrees to render the services or other units of deliverables as set forth in the Department’s solicitation, the Department’s statement of work and the accepted pricing. The Contractor's performance shall be subject to all the terms, conditions, and

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understandings set forth in the solicitation and PUR 1000 and 1001 incorporated by reference, copies of which are attached hereto.

b. The services or other units of deliverables specified in the above paragraph shall be delivered in accordance with the accepted portions of the Contractor’s proposal, attached hereto which proposal contents shall be consistent with and subject to the solicitation.

3. Term of Contract.

a. The term of the Contract is five (5) years and is subject to one (1) or more renewals up to an aggregate of five (5) years. By mutual agreement of the parties, and pursuant to section 287.057(13), F.S., the Department may renew the Contract for one or more periods up to a total of five years. The renewal shall be contingent upon the discretion of the Department and satisfactory performance by the Contractor. Any renewal is subject to the same terms and conditions as the original contract.

b The Department shall have the right to unilaterally terminate or suspend the Contract, by providing the Contractor thirty (30) calendar day’s written notice. See PUR 1000 paragraph 26 (PUR 1000-26).

4. Performance Standards and Acceptance.

a. All of the Contractor’s Deliverables related to these services shall be submitted to the Department’s contract manager for review and approval in writing. The Department’s approval and inspection of Contractor’s services shall require no longer than five (5) business days from date of delivery of services. The Department reserves the right to reject deliverables as outlined in the Statement of Work as incomplete, inadequate or unacceptable due in whole or in part to the Contractor’s lack of satisfactory performance under the terms of this Contract. The Department, at its option, may allow additional time within which the Contractor may remedy the objections noted by the Department and the Department may, after having given the Contractor a reasonable opportunity to complete, make adequate or acceptable said deliverables, including but not limited to reports, declare this Contract to be in default. All status reports must be submitted timely showing tasks or activities worked on, attesting to the level of services provided, hours spent on each task/activity, and upcoming major tasks or activities.

b. Performance Standards. The Contractor warrants that: (1) the Services will be performed by qualified personnel, (2) the services will be of the kind and quality described in the Statement of Work, (3) the services will be performed in a professional and workmanlike manner in accordance with industry standards and practices, (4) the services shall not and do not infringe upon the intellectual property rights, or any other proprietary rights, of any third party, and (5) its employees shall comply with any security requirements and processes as provided by the Department, or provided by the Department’s customer, for work done at the Department or other locations. The Department reserves the right to investigate or inspect at any time whether the services or qualifications offered by the Contractor meet the Contract requirements. If the Department determines that the qualifications or financial standing are not satisfactory, or that performance is untimely, the Department may terminate the Contract.

5. Payment.

a. Subject to the terms and conditions established by this Contract and the billing procedures established by the Department, the Department agrees to pay the Contractor for services rendered.

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b. Vendor Rights. Contractors providing goods and services to an agency should be aware of the following time frames. Upon receipt, an agency has five (5) business days to inspect and approve the goods and services, unless the Proposal specifications, purchase orders or Contract specifies otherwise. An agency has 20 calendar days to deliver a request for payment (voucher) to the Department. The 20 calendar days are measured from the date the invoice is received after the goods or services are received, inspected and approved. The Department is to approve the invoice in the state financial system within 20 calendar days. If a payment is not available within 40 calendar days, a separate interest penalty, computed at the rate determined by the State of Florida Chief Financial Officer pursuant to section 215.422, F. S., will be due and payable, in addition to the invoice amount, to the Contractor. To obtain the applicable interest rate, please refer to http://www.myfloridacfo.com/Division/AA/Vendors/default.htm. Invoices returned to a Contractor due to preparation errors will result in a payment delay. Invoice payment requirements do not start until a properly completed invoice is provided to the State agency with the proper tax payer identification information documentation to be submitted before the prompt payment standards are to be applied. Interest penalties of less than one (1) dollar will not be enforced unless the Contractor requests payment. A Vendor Ombudsman has been established within the Department. The duties of this individual include acting as an advocate for Contractors who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be reached at (850) 413-5516.

c. Taxes. The Department is exempted from payment of Florida state sales and use taxes and Federal Excise Tax. The Contractor, however, shall not be exempted from paying Florida state sales and use taxes to the appropriate governmental agencies or for payment by the Contractor to suppliers for taxes on materials used to fulfill its contractual obligations with the Department. The Contractor shall not use the Department's exemption number in securing such materials. The Contractor shall be responsible and liable for the payment of all its FICA/Social Security and other taxes resulting from this Contract. The Contractor shall provide the Department its taxpayer identification number upon request.

d. Expenses. The Contract is a fixed price contract with invoicing after approval of the final deliverable, and no separate expenses or travel will be paid.

e. Payment Processing. All charges for services rendered or for reimbursement of expenses authorized by the Department in accordance with sections 3 and 4 of this Contract shall be submitted to the Department in sufficient detail for a proper pre-audit and post-audit to be performed. All payments for professional services and authorized expenses, including travel expenses, will be paid to the Contractor only upon the timely and satisfactory completion of all services and other units of deliverable such as reports, findings and drafts, which are required by sections 1 and 2 of this Contract and upon the written acceptance of said services and units of deliverables such as reports, findings and drafts by the Department's designated contract manager. Interim payments may be made by the Department at its discretion under extenuating circumstances if the completion of services and other units of deliverables to date have first been accepted in writing by the Department's contract manager.

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f. Contingency. If the terms of this Contract extend beyond the current fiscal year, the State of Florida's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature.

6. Data Security and Confidentiality.

a. Data Security Procedures. The Contractor, its employees, subcontractors and agents shall comply with all security procedures of the Department in performance of this Contract. The Contractor shall provide immediate notice to the Department Information Security Office (ISO) in the event it becomes aware of any security breach and any unauthorized transmission of state data or of any allegation or suspected violation of security procedures of the Department. Except as required by law or legal process and after notice to the Department, the Contractor shall not divulge to third parties any confidential information obtained by the Contractor or its agents, distributors, resellers, subcontractors, officers or employees in the course of performing Contract work, including, but not limited to, Rule Chapter 71A-1, Florida Administrative Code, security procedures, business operations information, or commercial proprietary information in the possession of the state or the Department. The Contractor shall not be required to keep confidential information that is publicly available through no fault of the Contractor, material that the Contractor developed independently without relying on the state’s confidential information or information that is otherwise obtainable under state law as a public record.

b. Loss of Data. In the event of loss of any Department data (“State Data”) or record where such loss is due to the negligence of the Contractor or any of its subcontractors or agents, the Contractor shall be responsible for recreating such lost data in the manner and on the schedule set by the Department at the Contractor’s sole expense, in addition to any other damages the Department may be entitled to by law or the Contract. In the event lost or damaged data is suspected, the Contractor will perform due diligence and report findings to the Department and perform efforts to recover the data. If it is unrecoverable, Contractor will pay all the related costs associated with the remediation and correction of the problems engendered by any given specific loss. Further, failure to maintain security that results in certain data release will subject the Contractor to the administrative sanctions for failure to comply with section 501.171, F.S., together with any costs to the Department of such a breach of security caused by the Contractor. If State Data will reside in the Contractor’s system, the Department may conduct or request the Contractor conduct at the Contractor’s expense, annual network penetration test or security audit of the Contractor’s system(s) on which State Data resides. The Contractor shall: i) COPIES: At contract termination or expiration--submit copies of all finished or

unfinished documents, data, studies, correspondence, reports and other products prepared by or for the Contractor under the Contract; submit copies of all State Data to DFS in a format to be designated by DFS in accordance with section 119.0701, F.S.; shred or erase parts of any retained duplicates containing personal information (as defined by section 501.171, F.S.) or other information made exempt or confidential and exempt under the Florida Statutes, or protected from disclosure by federal law so that such information is unreadable;

ii) ORIGINALS: At contract termination or expiration--retain its original records, such as the data required in Attachment A ,Section 7 and maintain (in confidence to the extent required by law) the contractor’s original records in UNREDACTED form, until the records retention schedule expires (according to General Contract Condition

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PUR 1000-18 and to reasonably protect such documents and data during any pending investigation or audit;

iii) Both Copies and Originals: Upon expiration of all retention schedules and audits or investigations--with notice to the Department, destroy all State Data from the Contractor’s systems including, but not limited to, electronic data and documents containing personal information or other information that is exempt or confidential and exempt under the Florida Statutes or protected from disclosure under federal law.

c. Data Protection. No State Data or information will be transmitted to, stored in, processed in, or shipped to off-shore locations or out of the United States of America regardless of method, except as required by law. Examples of these methods include (but are not limited to): SFTP transfer, DVD, tape, or drive shipping; regardless of level of encryption employed. Access to State Data shall only be available to approved and authorized staff, including remote/offshore personnel, that have a legitimate business need. Requests for remote access shall be submitted to the Department’s Help Desk. With approval, third parties may be granted time-limited terminal service access to information technology (”IT”) resources as necessary for fulfillment of related responsibilities. Third parties shall not be granted remote access via VPN, private line, or firewall holes. Requests for exceptions to this provision may be submitted to the Department for approval. All remote connections are subject to detailed monitoring via two-way log reviews and the use of other tools, as deemed appropriate. When remote access needs change, the ISO shall be promptly notified and access shall be removed promptly. The Contractor shall encrypt all data transmissions containing confidential or confidential and exempt information. Remote data access must be provided via a trusted method such as SSL, TLS, SSH, VPN, IPSec or a comparable protocol approved by the Department. Confidential information must be encrypted using an approved encryption technology when transmitted outside of the network or over a medium not entirely owned for managed by the Department. The Contractor agrees to protect, indemnify, defend and hold harmless the Department from and against any and all costs, claims, demands, damages, losses and liabilities arising from or in any way related to the Contractor’s breach of data security or the negligent acts or omissions of the Contractor related to this subsection.

d. Public Records. i) Redacted Records. The parties shall not be required to disclose to the public any

materials protected by law, and disclosure of any confidential information received by the State of Florida will be governed by the provisions of Article I, section 24 of the Florida Constitution, and the Florida Public Records Act, Chapter 119, F.S., and exceptions thereto. Should the Contractor provide information deemed confidential or exempt from the Florida Public Records Act, then the Contractor shall place such information in an encrypted electronic form or a sealed separate envelope labeled “CONFIDENTIAL” and provide the Department with an additional copy of its documentation containing such information that has been redacted, labeled “REDACTED,” to conceal only that information that the Contractor claims to be confidential.

ii) Public Records Requests. (1) The provision of redacted contract information on a website for public viewing does

not substitute for the duty of the Department nor a state contractor to respond to a public records request. The Contractor is responsible for becoming familiar with the Florida Public Records Act with regard to records associated with the Contract. If a

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public records request is made to the Contractor, the Contractor will: immediately notify the Department of such request; process the request; and provide the Department progress status reports; and provide a copy of its intended redacted version. The awarded Respondent (Contractor) is responsible for training its employees regarding the Florida Public Records Act and the above notice and process requirements. The Department will consider the Contractor’s Contract Manager to be the Contractor’s public records contact person.

(2) For noncompliance by the Contractor with section 119.0701, F.S., or the above requirements regarding response to public records requests (collectively Public Records Tasks), the Department at its option may enforce these provisions by exercising “Step-In” rights as described in the contract section regarding remedies or according to the termination provisions of the contract or both.

(3) If a public record request is made to the Department for documentation related to this Contract, the Department will notify the Contractor of such request if the Contractor has provided the Department with a notice of trade secret or other confidentiality as noted above. If a public record request is made to either party, the Contractor shall be solely responsible for taking whatever action it deems appropriate to legally protect its claim of exemption from the public records law. The Contractor acknowledges that the protection afforded by section 815.045, F.S., is incomplete, and it is hereby agreed that no right or remedy for damages against the Department arises from any disclosure based on the Contractor’s failure to promptly legally protect its claim of exemption and commence such protective actions within ten (10) days of receipt of such notice from the Department. In the event the Contractor chooses to defend against release of such documents, data or information, and does not succeed in such defense, the Contractor agrees to indemnify the Department against any costs resulting from such order for release of such documents, data or information, except that each party shall be responsible for its own attorney fees. The Contractor shall retain such records for the longer of three years after the expiration of the Contract or the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dlis.dos.state.fl.us/recordsmgmt/gen_records_schedules.cfm ) .

(4) Nothing in this section mitigates the Contractor’s responsibility or liability for the release of confidential or exempt information, nor does it waive the Department’s sovereign immunity under section 768.28, F.S.

(5) Return of Records. The Contractor shall, to the extent required by section 119.0701, F.S., (a) maintain public records required by the Department to perform the service; (b) provide access on the same conditions and at a cost not exceeding that provided in Chapter 119.07, F.S., (c) ensure exempt or confidential documents are not disclosed and (d) transfer public records at no cost to the Department on termination, destroy confidential duplicates, including remnant data, and provide electronic records in a format compatible with the Department’s systems at no cost to the Department. For noncompliance by the Contractor, the Department shall enforce these provisions according to the step-in provisions or termination provisions in the Contract or both. The requirements are designed to avoid requiring unconventional data formats since the Contractor will be required at termination to transfer records to the Department at no cost and ensure that electronic records are in a format compatible with that of the Department to comply with section 119.0701, F.S.: using the data formats as noted in deliverables including Microsoft Word 2007 or later, Excel PDF, Outlook, XML and TXT format.

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The following records are specifically excluded from inspection, copying, and audit rights under the Contract:

(1) Records of the Contractor (and subcontractors) that are unrelated to the Contract;

(2) Documents created by and for the Department or other communications related thereto that are confidential attorney work product or subject to attorney-client privilege, unless those documents would be required to be produced for inspection and copying by the Department under the requirements of Chapter 119, F.S., and, Article I section 24 of the Florida Constitution; and

(3) The Contractor's (and subcontractors) internal cost and resource utilization data, or data related to employees, or records related to other customers of the Contractor, or any subcontractor who is not performing services under this Contract.

7. Insurance.

a. During the Contract term, the Contractor at its sole expense shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract. At a minimum, this includes the following types of insurance for anyone directly or indirectly employed by the Contractor and the amount of such Insurance shall be the minimum limits as follows, unless otherwise approved by the Contract Manager: i) Commercial general liability coverage, bodily injury, property damage: $1,000,000

per occurrence/$2,000,000 aggregate. ii) Automobile liability coverage, bodily injury, property damage: $1,000,000 Combined

Single Limits. Insuring clause for both bodily injury and property damage shall be amended to provide coverage on an occurrence basis.

iii) Workers’ compensation and employer’s liability insurance covering all employees engaged in any Contract work, in accordance with Chapter 440, F.S.

b. Such coverage may be reduced with the consent of the Contract Manager since certain subcontractors have potentially less exposure in liability than other subcontractors. Except as agreed in a separate writing, no self-insurance coverage shall be acceptable unless Contractor is licensed or authorized to self-insure for a particular coverage listed above in the State of Florida, or is an in insured member of a self-insurance group that is licensed to self-insure in the State of Florida. Upon request, the Contractor shall provide its certificate of insurance. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor’s liability and obligations under the Contract. All insurance policies shall be through insurers authorized or eligible to write policies in Florida. Except as agreed in a separate writing, no self-insurance coverage shall be acceptable unless the Contractor is licensed or authorized to self-insure for a particular coverage listed above in the State of Florida, or is an in insured member of a self-insurance group that is licensed to self-insure in the State of Florida.

8. Termination.

a. The Department may, in its sole discretion, terminate the Contract at any time by giving three (3) month’s written notice to the Contractor.

b. All services performed by the Contractor prior to the termination date of this Contract shall be professionally serviced to conclusion in accordance with the requirements of the Contract. Should the Contractor fail to perform all services under the Contract, the Contractor shall be liable to the Department for any fees or expenses that the

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Department may incur in securing a substitute provider to assume completion of those services.

c. As provided in section 287.058, F.S., the Department may terminate the Contract immediately in the event that the Department requests in writing that the Contractor allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, F.S., which are made or received by the Contractor in conjunction with the Contract, and the Contractor refuses to allow such access. However, nothing herein is intended to expand the scope or applicability of Chapter 119, F.S., to the Contractor. The Contractor shall not be required to disclose to the public any proprietary copyrighted trade secrets or other materials protected by law pursuant to section 119.07, F.S.

d. The Contractor hereby certifies that the company is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. (See http://www.state.gov/s/ct ). As provided in section 287.135, F. S., the Department may, at its option, terminate the Contract immediately in the event the Contractor (as a company as defined in such statute), is found to have submitted a false certification as provided under section 287.135 (5), F.S., or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. Notice: Section 287.135, F.S., would operate to make businesses ineligible to contract with the State of Florida in specified circumstances. The 2012 changes to this section were enjoined by a court of law and upheld by an appellate court. The State has determined to not pursue enforcement of the enjoined portion of the law related to refusing to contract with vendors who engage in business operations in Cuba or Syria.

e. If at any time the Contract is canceled, terminated, or expires, and a contract is subsequently executed with a firm other than the Contractor, the Contractor has the affirmative obligation to assist in the smooth transition of Contract services to the subsequent contractor. Upon the earlier of six (6) months before the expiration of the Contract or upon any notice of termination of the Contract, the Contractor shall provide transition services (Exit Transition Services) to the Department without regard to the reason for termination, as stated herein. Exit Transition Services shall be provided for up to six (6) months during the term and after termination and will be limited to post-contract activities involving knowledge transfer for such services and deliverables and all reasonable termination assistance requested by the Department to facilitate the orderly transfer of such services to the Department or its designees. Six months prior to termination, the Contractor will provide the Department an explanation of the functional equivalent of the technical requirements of any services or proprietary products used to carry out the contract and all documentation supporting a description of the technical and service requirements. Such termination assistance shall be at no additional charge to the Department if the termination is due to Contractor default. Before the end of the contract period, the Contractor shall be responsible for transferring all State Data back to the Department or successor contractor including a contingency transition plan, which will include at a minimum training, transfer of data and transition period error correction. To the extent required by section 119.0701, F.S., the Contractor shall not include in the exit transition a separate cost for any data conversion that the Contractor agrees to provide to the Department.

f. If the Contractor defaults in the performance of any covenant or obligation contained in the Contract, including without limitation the minimum requirements contained in the Statement of Work, or in the event of any material breach of any provision of the Contract by the Contractor, the Department may, in its sole discretion, provide notice and an opportunity to cure the default rather than exercise the remedy of termination.

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This notice shall state the nature of the failure to perform and provide a time certain for correcting the failure. The notification will also provide that, should it fail to perform within the time provided, the Contractor will be found in default. If the default or breach is not cured within thirty (30) calendar days after written notice is given to the Contractor specifying the nature of the alleged default or breach, then the Department, upon giving written notice to the Contractor, shall have the right to terminate the Contract effective as of the date of receipt of the default notice.

g. After receipt of a notice of termination or partial termination, and except as otherwise directed by the Department, the Contractor shall stop performing services on the date, and to the extent specified, in the notice. The Contractor shall accept no further work or new services related to the affected Deliverables, and shall, as soon as practicable, but in no event longer than thirty (30) calendar days after termination, terminate any orders and/or subcontracts related to the terminated Deliverables and settle all outstanding liabilities and all claims arising out of such termination of orders and/or subcontracts, with the approval or ratification of the Department to the extent required, which approval or ratification shall be final for the purpose of this section.

9. Events of Default.

Provided such failure is not the fault of the Department or outside the reasonable control of the Contractor, the following events, acts, or omissions, shall include but are not limited to, events of default: a. Failure to pay any and all entities, individuals, and the like furnishing labor or materials,

or failure to make payment to any other entities as required herein in connection with the Contract;

b. Failure to complete and maintain, within the timeframes specified between the Department and the Contractor, the applicable system installation, ongoing performance, maintenance, and provision of Services;

c. The commitment of any material breach of this Contract by the Contractor, failure to timely deliver a material deliverable, discontinuance of the performance of the work, failure to resume work that has been discontinued within a reasonable time after notice to do so, or abandonment of the Contract;

d. Employment of an unauthorized alien in the performance of the work; e. One or more of the following circumstances, uncorrected for more than thirty (30)

calendar days unless within the specified thirty (30) day period, the Contractor (including its receiver or trustee in bankruptcy) provides to the Department adequate assurances, reasonably acceptable to the Department, of its continuing ability and willingness to fulfill its obligations under the Contract: i) Entry of an order for relief under Title 11 of the United States Code; ii) The making by the Contractor of a general assignment for the benefit of creditors; iii) The appointment of a general receiver or trustee in bankruptcy of the Contractor’s

business or property; iv) An action by the Contractor under any state insolvency or similar law for the

purpose of its bankruptcy, reorganization, or liquidation; v) Entry of an order revoking the certificate of authority granted to the Contractor by

the State or other licensing authority; f. The Contractor makes or has made an intentional material misrepresentation or

omission in any materials provided to the Department or fails to maintain the required insurance.

g. If the Department determines that the services to be furnished do not meet the specified requirements, or that the qualifications, financial standing, or facilities are not

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satisfactory, or that performance is untimely, the Department may terminate the Contract.

10. Liability and Indemnification.

a. In addition to the provisions in PUR 1000 regarding liability, the following provisions apply: No provision in this Contract shall require the Department to hold harmless or indemnify the Contractor, insure or assume liability for the Contractor’s negligence, waive the Department’s sovereign immunity under the laws of Florida, or otherwise impose liability on the Department for which it would not otherwise be responsible. Any provision, implication or suggestion to the contrary is null and void. Except as otherwise provided by law, the parties agree to be responsible for its own attorney fees incurred in connection with disputes arising under the terms of this Contract.

b. The Department’s maximum liability for any damages, regardless of form of action, shall in no event exceed the actual contract cost.

11. Remedies.

a. Damages for Non-Performance. To the extent that financial consequences are not further specified in the Statement of Work, the following apply. Nothing in this section shall be construed to make the Contractor liable for delays that are beyond its reasonable control. Nothing in this section shall limit the Department’s right to pursue its remedies for other types of damages: Actual or other Damages. In lieu of liquidated damages, other damages may be assessed on the Contractor as specified in the remedies for nonperformance identified in the Statement of Work. Failure to use the appropriate technical requirements as identified in the Statement of Work will result in automatic task rejection and shall not be invoiced or paid until correction of the task. Failure to complete the required duties as outlined in the Statement of Work shall result in the rejection of the invoice. Notwithstanding any provisions to the contrary, written acceptance of a particular deliverable does not foreclose the Department’s remedies in the event those performance standards that cannot be readily measured at the time of delivery are not met. b. Step-in Rights i) For noncompliance by the Contractor with tasks related to public records, the

Department at its option may enforce these provisions by exercising “Step-In” rights as described below:

ii) If the Department exercises its Step-In rights, the Contractor must cooperate fully with the Department (including its personnel and any third parties acting on behalf of the Department) and shall provide, at no additional charge to the Department, all assistance reasonably required by the Department as soon as possible, including: (1) providing access to all relevant equipment, premises and software under the

Contractor’s control as required by the Department (or its nominee); and (2) ensuring that the Contractor personnel normally engaged in the provision of the

Public Records Tasks are available to the Department to provide assistance which the Department may reasonably request.

iii) The Department’s Step-In rights will end, and the Department will hand back the responsibility to the Contractor, when the Contractor demonstrates to the Department’s reasonable satisfaction that the Contractor is capable of resuming provision of the affected Public Records Tasks in accordance with the requirements of the Contract, or Statement of Work, Section 5.2 and that the circumstances giving rise to the Step-In right cease to exist and will not recur.

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iv) The Contractor must reimburse the Department for all reasonable costs incurred by the Department (including reasonable payments made to third parties) in connection with the Department’s exercise of Step-In rights and provision of the affected Public Records Tasks (Step-In Costs).

v) The Contractor will continue to retain its fee (including that portion which relates to the affected Public Records Tasks) due for services, provided that the Contractor reimburses the Department for the Step-In Costs. If the Contractor fails to reimburse the Department within thirty (30) days of receipt of the Department’s demand for payment of Step-In Costs, the Department is entitled to set off such Step-In Costs against a subsequent invoice or pursue other remedies to receive reimbursement for Step-In Costs.

12. State property. Title to all property furnished by the Department under this Contract shall remain in the Department, and Contractor shall surrender to the Department all property of the Department prior to settlement upon completion, termination, or cancellation. The parties shall settle any transfers of property which may have been required to be furnished to the Department or which otherwise belongs to the Department; and the Contractor shall provide written certification to the Department that the Contractor has surrendered to the Department all said property. All deliverables delivered to the Department and all of the data collected or created for or provided by the Department (State data) shall become and remain the Department's property upon receipt and acceptance. Upon termination the Contractor shall return State-owned materials being utilized by the Contractor and all State data in a standard format designated by the Department. All work materials developed or provided by the Contractor under this Contract and any prior agreement between the parties shall be deemed to be work made for hire and owned exclusively by the State of Florida, Department of Financial Services.

13. Contract Modification. This Contract may be amended only by a written agreement between both parties subject to the provisions of Chapter 287, F.S.

14. Nonexclusive Contract.

This procurement will not result in an exclusive license to provide the services described in the solicitation or the resulting Contract. The Department may, without limitation and without recourse by the Contractor, contract with other vendors to provide the same or similar services.

15. Statutory Notices.

The Department shall consider the employment by any contractor of unauthorized aliens a violation of section 274A(e) of the Immigration and Nationality Act. Such violation shall be cause for unilateral cancellation of this Contract. An entity or affiliate who has been placed on the public entity crimes list or the discriminatory vendor list may not submit a proposal on a contract to provide any goods or services to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity pursuant to limitations under Chapter 287, F.S.

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16. Compliance with Federal, State and Local Laws. The Contractor and all its agents shall comply with all federal, state and local regulations, including, but not limited to, nondiscrimination, wages, social security, worker’s compensation, licenses and registration requirements. The Contractor shall retain records relating to the Contract and its performance for the longer of five (5) years after the expiration of the Contract or the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dlis.dos.state.fl.us/recordsmgmt/gen_records_schedules.cfm). If applicable, section 508 of the Rehabilitation Act Amendments, 29 USC section 794, compliance information on the supplies and services in this Contract are available on a website indicated by the Contractor. The Electronic and Information Technology standard can be found at: http://www.section508.gov/. Maintenance and disclosure of records of the Contractor shall be governed by the requirements of Chapter 119, F.S., Chapter 1B-24, Florida Administrative Code, and Rule 1B-26.003, Florida Administrative Code. The Contractor shall provide reasonable public notice of its meetings, permit public access to its meetings, and record minutes of its meetings, as required by section 286.011, F.S., and Article I, section 24(b) of the State Constitution.

17. Employment Eligibility Verification and Background

a. Employment eligibility verification. The Contractor is responsible for payment of costs if any, and retaining records relating to, employment eligibility verification, which records are exempt from Chapter 119, F.S., which verification requires the following: i) The Chief Financial Officer has directed, in cooperation with the Governor’s

Executive Order 11-116, that the Contractor must participate in the federal E-Verify Program for Employment Verification under the terms provided in the “Memorandum of Understanding” with the federal Department of Homeland Security governing the program if any new employees are hired to work on this Contract during the term of the Contract. The Contractor agrees to provide to the Department, within thirty days of hiring new employees to work on this Contract, documentation of such enrollment in the form of a copy of the E-Verify “Edit Company Profile” screen, which contains proof of enrollment in the E-Verify Program. Information on “E-Verify” is available at the following website: www.dhs.gov/e-verify

ii) The Contractor further agrees that it will require each subcontractor that performs work under this Contract to enroll and participate in the E-Verify Program if the subcontractor hires new employees during the term of this Contract. The Contractor shall include this provision in any subcontract and obtain from the subcontractor(s) a copy of the “Edit Company Profile” screen indicating enrollment in the E-Verify Program and make such record(s) available to the Department upon request.

iii) Compliance with the terms of this Employment Eligibility Verification provision will be an express condition of the Contract and the Department may treat a failure to comply as a material breach of the Contract.

iv) In the event legislation authorizes an alternative option as proof of legal status, the Contractor may use the process authorized by such legislation upon its passage.

18. Miscellaneous.

a. This Contract, and any referenced or attached addendum embodies the entire agreement of the parties. There are no other provisions, terms, conditions, or obligations. This Contract supersedes all previous oral or written communications, representations or agreements on this subject. In any conflict between this Contract

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and any referenced or attached addendum, the terms and conditions of this Contract shall take precedence and govern. Acceptance of service or processing of documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of any proposed modification to terms and conditions.

b. Any dispute concerning performance of the Contract shall be decided by the Department's designated Contract Manager, who shall reduce the decision to writing and send a copy to the Contractor at a previously provided address. In the event a party is dissatisfied with the dispute resolution decision, jurisdiction for any dispute arising under the terms of the Contract will be in the courts of the State of Florida, and venue will be in the Second Judicial Circuit, in and for Leon County. Except as otherwise provided by law, the parties agree to be responsible for their own attorney fees incurred in connection with disputes arising under the terms of this Contract.

c. The laws of the State of Florida and the Department’s rules govern this Contract. d. The Contractor agrees that no funds received by it under this Contract will be expended

for the purpose of lobbying the Legislature or a state agency pursuant to section 216.347, F. S., except that pursuant to the requirements of section 287.058(6), F. S., during the term of any executed contract between the Contractor and the state, the Contractor may lobby the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding that contract.

e. The Contractor is an independent contractor, and is not an employee or agent of the Department.

f. All services contracted for are to be performed solely by the Contractor and may not be subcontracted or assigned without the prior written consent of the Department. The Department may refuse access to or require replacement of any Contractor employee, subcontractor or agent for cause, including but not limited to technical or training qualifications, quality of work, change in security status, or non-compliance with a Department policy or other requirement. Such action shall not relieve the Contractor of its obligation to perform all work in compliance with the Contract. The Department may reject and bar from any Department facility for cause any of the Contractor’s employees, subcontractors or agents.

g. Guarantee of Parent Corporation. In the event the Contractor is a subsidiary of another corporation or other business entity, the Contractor asserts that its parent corporation will guarantee all of the obligations of the Contractor for purposes of fulfilling the obligations of the Contract. In the event the Contractor is sold during the period the Contract is in effect, the Contractor agrees that it will be a requirement of sale that the new parent company guarantee all of the obligations of the Contractor.

h. The respective obligations of the parties, which by its nature would continue beyond the termination or expiration of this Contract, including without limitation, the obligations regarding confidentiality, proprietary interests, and limitations of liability, shall survive termination, cancellation or expiration of this Contract.

i. The Contractor hereby agrees to protect, indemnify, defend and hold harmless the Department from and against any and all costs, claims, demands, damages, losses and liabilities arising from or in any way related to the Contractor’s breach of this contract or the negligent acts or omissions of the Contractor.

j. The Department shall not be deemed to assume any liability for the acts, omissions to act or negligence of the Contractor, its agents, servants, and employees, nor shall the Contractor disclaim its own negligence to the Department or any third party.

k. If a court of competent jurisdiction deems any term or condition herein void or unenforceable, the other provisions are severable to that void provision, and shall remain in full force and effect.

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l. During the term of this Contract, the Contractor shall not knowingly employ, subcontract with or sub-grant to any person (including any non-governmental entity in which such person has any employment or other material interest as defined in section 112.312 (15), F. S., who is employed by the state or who has participated in the performance or procurement of this Contract except as provided in section 112.3185, F. S.

19. Execution in Counterparts and Authority to Sign. This Contract may be executed in counterparts, each of which shall be an original and all of which shall constitute the same instrument. Each person signing this Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract.

20. Contract Administration. a. The Department’s Contract Manager is ___________ located at ______. Send invoices

to ___________. b. The Contractor’s Contract Manager is _____________ located at _____. All written

and verbal approvals referenced in this Contract must be obtained from the parties' Contract Managers designated in this section or their designees in writing.

c. Notices required to be in writing must be delivered or sent to the intended recipient by hand delivery, certified mail or receipted courier and shall be deemed received on the date received or the date of the certification of receipt.

d. In the event that different representatives are designated by either party after execution of this Contract, notice of the name and address of the new representatives will be rendered in writing to the other party and said notification attached to originals of this Contract.

IN WITNESS WHEREOF, the parties by their duly authorized representatives, have signed this Contract. ______________________________ Department of Financial Services Contractor Name _______________________________ ______________________________ Contractor Representative: Title: __________________________ Title: __________________________ Chief Financial Officer or his designee Date: __________________________ Date: __________________________

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Attachment H Contract Performance Standards

The contractor shall adhere to the performance standards specified in the PERFORMANCE

STANDARDS table below. The Department reserves the right to impose financial consequences

upon the Contractor for failure to comply with the performance standards set forth herein. The

Department reserves the right to modify the performance standards or financial consequences as

specified herein and as determined necessary through a mutually-agreed to Contract amendment,

and shall make this determination at its sole discretion.

Unless otherwise determined in writing by the Department’s Contract Manager, the Department will

invoice the Contractor for financial consequences imposed by the Department for the Contractor’s

failure to meet performance standards as specified herein.

ID# Performance Standards Measurement

Window

Service Level Metric

Monitoring/ Measurement

Method Financial Consequences

1 Data transmissions must work between the TPA and the BDC 100% of the time except for scheduled maintenance of no more than four (4) times annually. Refer to Section 6.4 in Attachment A.

Per occurrence

100%

Contractor’s System / manual BDC review

Any non-scheduled break in transmissions will incur a financial consequence of $100.00 per occurrence.

2 Plan level reports and files shall be submitted as required to the BDC and IP by specified times. Refer to Sections 7.3, 7.5, 7.6, 8.3.2, 8.3.3, 8.3.4, 8.3.5, 8.3.7, 8.5.1, 8.5.2, 8.5.6 and 8.5.7.

As required 100%

Contractor’s System / manual BDC review

The vendor will incur a $100.00 per day financial consequence for a delay in presenting the BDC with required reports or files.

3 Project team members shall be trained at all times on the project to avoid a break in service to the Program. Refer to Section 9.1 in Attachment A.

As required 100%

Contractor’s System / manual BDC review

If the BDC experiences an untrained TPA team member, the TPA will incur a financial consequence of $1000.00 per day until a qualified project team member is trained.

4 Accurate reporting derived from the Account Summary file (provided daily by the IPs) must be communicated to the PA 100% of the time unless the IP failed to give the vendor correct and timely information. Refer to Section 8.2.1 in Attachment A.

Daily 100%

Contractor’s System / manual BDC review

If the TPA is at fault, the financial consequence will be $1000.00 per occurrence.

5 Payroll Deferral process will be accurate and completed on time for each payroll. To include: Prebill, discrepancy and final payroll files. Refer to Section 7.4 in Attachment A.

Per Payroll 100%

Contractor’s System / manual BDC review

If the TPA fails to provide accurate and timely reports and files the TPA will incur a financial consequence of $1000.00 per day the error is not corrected, by 10:00am, est. the next business day.

6 The Electronic Participant Action Form files will be loaded each day by the TPA in its system. Refer to Sections 7.8, 7.9 and 7.10 in Attachment A.

Daily 100%

Contractor’s System / manual BDC review

If the TPA fails to load the EPAF files in good order on its system to provide participant data to BDC, the TPA will incur a $100.00 per occurrence.

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Attachment I – Section 112.215, F.S.

112.215 Government employees; deferred compensation program.— (1) This section shall be known and may be cited as the “Government Employees’ Deferred Compensation Plan Act.” (2) For the purposes of this section, the term “employee” means any person, whether appointed, elected, or under contract, providing services for the state; any state agency or county or other political subdivision of the state; any municipality; any state university board of trustees; or any constitutional county officer under s. 1(d), Art. VIII of the State Constitution for which compensation or statutory fees are paid. (3) In accordance with a plan of deferred compensation which has been approved as herein provided, the state or any state agency, county, municipality, other political subdivision, or constitutional county officer may, by contract or a collective bargaining agreement, agree with any employee to defer all or any portion of that employee’s otherwise payable compensation and, pursuant to the terms of such approved plan and in such proportions as may be designated or directed under that plan, place such deferred compensation in savings accounts or use the same to purchase fixed or variable life insurance or annuity contracts, securities, evidence of indebtedness, or such other investment products as may have been approved for the purposes of carrying out the objectives of such plan. Such insurance, annuity, savings, or investment products shall be underwritten and offered in compliance with the applicable federal and state laws and regulations by persons who are duly authorized by applicable state and federal authorities. (4)(a) The Chief Financial Officer, with the approval of the State Board of Administration, shall establish such plan or plans of deferred compensation for state employees, including all such investment vehicles or products incident thereto, as may be available through, or offered by, qualified companies or persons, and may approve one or more such plans for implementation by and on behalf of the state and its agencies and employees. (b) If the Chief Financial Officer deems it advisable, he or she shall have the power, with the approval of the State Board of Administration, to create a trust or other special funds for the segregation of funds or assets resulting from compensation deferred at the request of employees of the state or its agencies and for the administration of such program. (c) The Chief Financial Officer, with the approval of the State Board of Administration, may delegate responsibility for administration of the plan to a person the Chief Financial Officer determines to be qualified, compensate such person, and, directly or through such person or pursuant to a collective bargaining agreement, contract with a private corporation or institution to provide such services as may be part of any such plan or as may be deemed necessary or proper by the Chief Financial Officer or such person, including, but not limited to, providing consolidated billing, individual and collective recordkeeping and accountings, asset purchase, control, and safekeeping, and direct disbursement of funds to employees or other beneficiaries. The Chief Financial Officer may authorize a person, private corporation, or institution to make direct disbursement of funds under the plan to an employee or other beneficiary. (d) In accordance with such approved plan, and upon contract or agreement with an eligible employee, deferrals of compensation may be accomplished by payroll deductions made by the appropriate officer or officers of the state, with such funds being thereafter held and administered in accordance with the plan. (e) The administrative costs of the deferred compensation plan must be wholly or partially self-funded. Fees for such self-funding of the plan shall be paid by investment providers and may be recouped from their respective plan participants. Such fees shall be deposited in the Deferred Compensation Trust Fund. (5) Any county, municipality, or other political subdivision of the state may by ordinance, and any constitutional county officer under s. 1(d), Art. VIII of the State Constitution of 1968 may by contract

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agreement or other documentation constituting approval, adopt and establish for itself and its employees a deferred compensation program. The ordinance shall designate an appropriate official of the county, municipality, or political subdivision to approve and administer a deferred compensation plan or otherwise provide for such approval and administration. The ordinance shall also designate a public official or body to make the determinations provided for in paragraph (6)(b). If a constitutional county officer elects to adopt and establish for that office and its employees a deferred compensation program, the constitutional county officer shall be the appropriate official to make the determinations provided for in this subsection and in paragraph (6)(b). (6)(a) No deferred compensation plan of the state shall become effective until approved by the State Board of Administration and the Chief Financial Officer is satisfied by opinion from such federal agency or agencies as may be deemed necessary that the compensation deferred thereunder and/or the investment products purchased pursuant to the plan will not be included in the employee’s taxable income under federal or state law until it is actually received by such employee under the terms of the plan, and that such compensation will nonetheless be deemed compensation at the time of deferral for the purposes of social security coverage, for the purposes of the state retirement system, and for any other retirement, pension, or benefit program established by law. (b) No deferred compensation plan of a county, municipality, other political subdivision, or constitutional county officer shall become effective until the appropriate official or body designated under subsection (5) is satisfied by opinion from such federal agency or agencies as may be deemed necessary that the compensation deferred thereunder and/or the investment products purchased pursuant to the plan will not be included in the employee’s taxable income under federal or state law until it is actually received by such employee under the terms of the plan, and that such compensation will nonetheless be deemed compensation at the time of deferral for the purposes of social security coverage, for the purposes of the retirement system of the appropriate county, municipality, political subdivision, or constitutional county officer, and for any other retirement, pension, or benefit program established by law. (7) The deferred compensation programs authorized by this section, and any plan approved and adopted as herein provided, shall exist and serve in addition to any other retirement, pension, or benefit systems established by the state or its agencies, counties, municipalities, other political subdivisions, or constitutional county officers and shall not supersede, make inoperative, or reduce any benefits provided by the Florida Retirement System or by another retirement, pension, or benefit program established by law. All records identifying individual participants in any plan under this section and their personal account activities shall be confidential and are exempt from the provisions of s. 119.07(1). (8)(a) There is created a Deferred Compensation Advisory Council composed of seven members. 1. One member shall be appointed by the Speaker of the House of Representatives and the President of the Senate jointly and shall be an employee of the legislative branch. 2. One member shall be appointed by the Chief Justice of the Supreme Court and shall be an employee of the judicial branch. 3. One member shall be appointed by the chair of the Public Employees Relations Commission and shall be a nonexempt public employee. 4. The remaining four members shall be employed by the executive branch and shall be appointed as follows: a. One member shall be appointed by the Chancellor of the State University System and shall be an employee of the university system. b. One member shall be appointed by the Chief Financial Officer and shall be an employee of the Chief Financial Officer. c. One member shall be appointed by the Governor and shall be an employee of the executive branch.

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d. One member shall be appointed by the Executive Director of the State Board of Administration and shall be an employee of the State Board of Administration. (b) Each member shall serve for a term of 4 years from the date of appointment, except that a vacancy shall be filled by appointment for the remainder of the term. (c) Members shall elect a chair annually. (d) The council shall meet at the call of its chair, at the request of a majority of its membership, or at the request of the Chief Financial Officer, but not less than twice a year. The business of the council shall be presented to the council in the form of an agenda. The agenda shall be set by the Chief Financial Officer and shall include items of business requested by the council members. (e) A majority of the members shall constitute a quorum, and action by a majority of a quorum shall be official. (f) The council shall make a report of each meeting to the Chief Financial Officer, which shall show the names of the members present and shall include a record of its discussions, recommendations, and actions taken. The Chief Financial Officer shall keep the records of the proceedings of each meeting on file and shall make the records available to any interested person or group. (g) Members of the council shall serve without compensation but shall be entitled to receive reimbursement for per diem and travel expenses as provided in s. 112.061. (h) The advisory council shall provide assistance and recommendations to the Chief Financial Officer relating to the provisions of the plan, the insurance or investment options to be offered under the plan, and any other contracts or appointments deemed necessary by the council and the Chief Financial Officer to carry out the provisions of this act. The Chief Financial Officer shall inform the council of the manner in which each council recommendation is being addressed. The Chief Financial Officer shall provide the council, at least annually, a report on the status of the deferred compensation program, including, but not limited to, information on participant enrollment, amount of compensation deferred, total plan assets, product provider performance, and participant satisfaction with the program. (9) The purchase of any insurance contract or annuity or the investment in another investment option under any plan of deferred compensation provided for in the United States Internal Revenue Code and not prohibited under the laws of this state for an employee shall impose no liability or responsibility whatsoever on the state, county, municipality, other political subdivision, or constitutional county officer, except to show that the payments have been remitted for the purposes for which the compensation has been deferred. (10)(a) The moneys, pensions, annuities, or other benefits accrued or accruing to any person under the provisions of any plan providing for the deferral of compensation and the accumulated contributions and the cash and securities in the funds created thereunder are hereby exempt from any state, county, or municipal tax. They shall not be subject to execution or attachment or to any legal process whatsoever by a creditor of the employee and shall be unassignable by the employee. (b)1. There is created in the State Treasury the Deferred Compensation Trust Fund, through which the Chief Financial Officer as trustee shall hold moneys, pensions, annuities, or other benefits accrued or accruing under and pursuant to 26 U.S.C. s. 457 and the deferred compensation plan provided for therein and adopted by this state; and a. All amounts of compensation deferred thereunder; b. All property and rights purchased with such amounts; and c. All income attributable to such amounts, property, or rights. 2. Notwithstanding the mandates of 26 U.S.C. s. 457(b)(6), all of the assets specified in subparagraph 1. shall be held in trust for the exclusive benefit of participants and their beneficiaries as mandated by 26 U.S.C. s. 457(g)(1). (11) With respect to any funds held pursuant to a deferred compensation plan, any investment option provider that is a bank or savings association and that provides time deposit accounts and

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certificates of deposit as an investment product to the plan participants may, with the approval of the State Board of Administration for providers in the state plan, or with the approval of the appropriate official or body designated under subsection (5) for a plan of a county, municipality, other political subdivision, or constitutional county officer, be exempt from the provisions of chapter 280 requiring it to be a qualified public depository, provided: (a) The bank or savings association shall, to the extent that the time deposit accounts or certificates of deposit are not insured by the Federal Deposit Insurance Corporation, deposit or issue collateral with the Chief Financial Officer for all state funds held by it under a deferred compensation plan, or with such other appropriate official for all public funds held by it under a deferred compensation plan of a county, municipality, other political subdivision, or constitutional county officer, in an amount which equals at least 150 percent of all uninsured deferred compensation funds then held. (b) Said collateral shall be of the kind permitted by s. 280.13 and shall be pledged in the manner provided for by the applicable provisions of chapter 280. The Chief Financial Officer shall have all the applicable powers provided in ss. 280.04, 280.05, and 280.08 relating to the sale or other disposition of the pledged collateral. (12) The Chief Financial Officer may adopt any rule necessary to administer and implement this act with respect to deferred compensation plans for state employees. (13) When permitted by federal law, the plan administrator may provide for a pretax trustee-to-trustee transfer of amounts in a participant’s deferred compensation account for the purchase of prior service credit in a public sector retirement system. (14) This subsection may not impair an existing contract. In each county that has one or more constitutional county officers, the board of county commissioners and the constitutional county officers shall negotiate a joint deferred compensation program for all their respective employees under s. 163.01. If all parties to the negotiation cannot agree upon a joint deferred compensation program, the provisions of subsection (5) apply.

History.—s. 1, ch. 75-295; s. 1, ch. 76-279; s. 1, ch. 82-46; s. 1, ch. 83-43; s. 2, ch.

87-7; ss. 1, 3, 4, ch. 87-35; s. 1, ch. 87-138; s. 1, ch. 89-123; s. 28, ch. 90-360; s. 5, ch. 91-

429; s. 694, ch. 95-147; s. 2, ch. 96-216; s. 35, ch. 96-406; s. 1, ch. 97-8; s. 40, ch. 99-2; s.

2, ch. 99-159; s. 40, ch. 2001-43; s. 2, ch. 2001-265; s. 126, ch. 2003-261; ss. 7, 8, ch.

2003-399; s. 3, ch. 2004-41; s. 8, ch. 2004-390.