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State of Florida Department of Financial Services

Request for Proposal DFS TR RFP 10/11-04

RECORD KEEPER SERVICES For

STATE OF FLORIDA INTERNAL REVENUE CODE 457 (b) DEFERRED COMPENSATION PLAN

SECTION 1: INTRODUCTORY SECTION The State of Florida Department of Financial Services is seeking a five year contract for a Record Keeper for its Multi-Investment Providers Deferred Compensation Plan. For the State of Florida Internal Revenue Code 457(b) Deferred Compensation Plan, the Record Keeper will be a daily collection hub of participant demographic and financial information from five investment providers and the State Bureau of Deferred Compensation. The Record Keeper 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 Record Keeper will provide payroll files to and receive payroll files from pay centers and investment providers. The Record Keeper will not be responsible for participant statements, investment products, or have contact with participants.

Abbreviations BDC - Bureau of Def. Compensation. BOSP – Centralized Pay Center (Bureau of State Payrolls) CFO – Chief Financial Officer CSR – Customer Service Representative DC – Deferred Compensation DCP – Deferred Compensation Plan DRO – Domestic Relations Order DROP – Deferred Retirement Option Program EPAF – Electronic PART Action Form FAC – Florida Administrative Code FRS – Florida Retirement System IP – Investment Provider IRC – Internal Revenue Code

IRS – Internal Revenue Service MRD – Minimum Required Distribution NC – Non-Centralized Pay Center OPS – Other Personnel Service PA – Plan Administrator PART – DC Plan Participant PSR – RK Plan Service Representative RA – Record Administrator RK – Record Keeper RFP – Request for Proposal SBA – State Board of Administration SOF – State Of Florida SSN – Social Security Number VBS – Vendor Bid System

1.1 Deferred Compensation Plan Background The DCP is governed by Section 112.215, Florida Statutes (www.flsenate.gov/statutes/) and Florida Administrative Code 69C-6 (www.flrules.org/Default.asp). The State of Florida, through the Chief Financial Officer, implemented the DCP, in January 1982. Presently, the DCP has approximately $2.3 billion in assets, eighty thousand (80,000) PART

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accounts, and five investment provider (IP) vendors offering fixed accounts, savings deposit accounts, and mutual funds. There is one brokerage firm channeled through Nationwide Retirement Solutions (one of the 5 IP companies) portal offering individual stocks and bonds. There are approximately 175,000 full-time employees of the State and non-centralized pay centers (including public universities) who are eligible to participate in the DCP. The majority of PARTs are under one centralized state payroll system; however, there are currently fifteen (15) non-centralized pay centers participating in the DCP. There will be other non-centralized pay centers added to the RK system in the future. It is the program’s intention to offer special districts, local and county government employers in Florida to participate in the Plan. The State of Florida DCP web address is www.myfloridadeferredcomp.com. The State IRC 457(b) program accepts deferrals only through employers and the employer’s contracted payroll services. Rollovers from other pre-tax plans 401(k), 401(a), 403(b), and traditional IRAs are permitted. The different types of pre-tax retirement money rolled into the DCP must be separately identified. Legislation authorizing establishment of the DCP, Florida Statutes 112.215, requires the Plan 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 any modification by applicable revisions of the Florida Statutes and the DCP Administrative Rule 69C-6, FAC. 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 IPs contracts with the CFO in the State of Florida 457 (b) Plan expire December 31, 2011. The Investment Providers are Great West Retirement Services, ING, Nationwide Retirement Solutions, T. Rowe Price & Associates, VALIC, and Charles Schwab channeled through the Nationwide’s portal.

Deferred Compensation Plan Summary Plan Feature Description Type of Plan

IRC 457(b) Deferred Compensation Plan.

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. Upon completing and signing the required forms, incorporated by reference in Rule 69C-6.003, FAC, obtained from one or more IP, the PART is enrolled in this plan and gives consent to the employer to defer

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amounts of the PART’s compensation. Enrollment may be completed by the PART over a recorded telephonic line, IP internet website, in person, or by mail.

Deferrals Made by eligible government employees. No deferrals are made by employers.

PART Directed Yes

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

Investment Provider Responsibility

Private sector investment companies are approved and contracted by the Department, to provide investment products, communication, education, participant 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. Investment management expenses are permitted.

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 IP policy.

1.2 Purchasing Agent The Purchasing Agent is the sole point of contact from the date of release of this RFP until selection of a successful Proposer. All procedural questions and requests for clarification of this solicitation shall be submitted in writing to: Department of Financial Services Attn: Fran Spivey, Purchasing Services 200 E. Gaines Street, Larson Building Tallahassee, FL 32399-0317

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Email: fran.spivey@myfloridacfo.com Fax: 850/487-2389 The Department can not accept telephone calls from any vendor regarding a pending solicitation. Please note that questions will NOT be answered via telephone. Responses to questions will be posted on the Vendor Bid System (“VBS”) website, at http://fcn.state.fl.us/owa_vbs/owa/vbs_www.main_menu . 1.3 Purchasing Instructions and General Conditions PUR Form 1001, General Instructions to Respondents, and PUR Form1000, General Conditions, which, except as modified by these Special Conditions, are incorporated and available online at http://dms.myflorida.com/business_operations/state_purchasing/documents_forms_references_resources/purchasing_forms. (Exhibits #2 and #23) 1.4 Timetable The following schedule will be strictly adhered to in all actions for this solicitation: Date/Time Action October 7, 2010 Release of solicitation. October 15, 2010, by 5:00 P.M. ET Last day for written inquiries. October 20, 2010, on or about Written responses to inquiries posted. November 2, 2010, @ 3:00 P.M. ET Proposal Submissions due. November 15, 2010, on or about Estimated Posting of Intent to Award. The Department reserves the right to make adjustments to this schedule and will notify Proposers of any modifications, or changes in the solicitation. Adjustments to the schedule will be announced to all Proposers who have expressed interest by participating in the events listed in the table above. 1.5 Proposer’s Conference. There will be no Pre-bid informational conference. The Department, at their discretion, may request oral presentations from any or all of the Proposers. The Purchasing Office will coordinate and conduct the presentations. 1.6 Definitions Solicitation Definitions:

1.6.1 "Business days" include only Monday through Friday, inclusive, except for holidays declared and observed by the state government of Florida. 1.6.2 "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. 1.6.3 "Calendar days" means all days, including weekends and holidays, except that if the last day counted falls on a weekend or holiday, the due date shall be the next business day thereafter. 1.6.4 "Contract” unless indicated otherwise, refers to the contract that will be awarded to successful Proposer under this RFP. 1.6.5 "Contractor” unless indicated otherwise, refers to a business entity to which a contract has been awarded by the Department in accordance with a proposal submitted by that entity in response to this RFP.

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1.6.6 “Department” means the Department of Financial Services, or Chief Financial Officer. Terms may be used interchangeably. 1.6.7 “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. 1.6.8 “Mandatory Requirements” means that the Department has established certain requirements with respect to proposals to be submitted by Proposers. The use of “shall”, “will” (except to indicate simple futurity) or “must” in this solicitation indicates that compliance is mandatory. Failure to meet mandatory requirements will cause rejection of the proposal or termination of a contract. 1.6.9 “Minor Irregularity” used in the context of this solicitation and contract, indicates a variation from the proposal terms and conditions which does not affect the price of the Proposal or give the Proposer an advantage or benefit not enjoyed by other Proposers, or does not adversely impact the interests of the Department. 1.6.10 “Pay Center” centralized pay center is the State of Florida Payroll System (all state employees). Non-centralized pay centers are separate payroll systems. 1.6.11 "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. 1.6.12 "RFP" refers to this Request for Proposals and includes attachments to this Request for Proposals unless stated otherwise. 1.6.13 “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

1.7 Solicitation Terms and Conditions. The provisions of this solicitation, including the RFP and all its attachments, shall be read as a whole. If there are any perceived inconsistencies among any of the provisions of the RFP and its attachments, Proposers shall bring these inconsistencies to the attention of the Department prior to the submission of the Proposal. To report inconsistencies, Proposers must submit formal questions prior to the submission of a Proposal. The Department objects to and shall not consider any terms or conditions submitted by a Proposer, including any appearing in documents attached as part of a Proposer’s Proposal, or expressed during oral presentations which are inconsistent with or contrary to the requirements, terms, or conditions of this RFP. In submitting its Proposal, a Proposer agrees that any such inconsistent or contrary terms or conditions, whether submitted intentionally or inadvertently, shall have no force or effect, and that the Department shall not be held to have agreed acquiesced to such term or condition. Failure to comply with the terms and conditions of this RFP; including, those specifying information that must be submitted with a Proposal, and/or offered as an incentive during an oral presentation shall be grounds for rejecting a Proposal.

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1.8 Submission Instructions All Proposals received will be screened for compliance with these minimum qualifications. Any Proposal that does not demonstrate satisfaction of the minimum qualifications will not receive any further consideration. The mandatory minimum qualifications are: • The Proposal must be delivered timely. • The Proposal must include an original of the Technical Proposal and the Price/Cost Proposals.

Also include 6 paper copies of the Technical and 6 digital copies (compact disks) of Technical Proposal. {modifies PUR 1001 ¶ 3]

• The Technical Proposal must include all Mandatory Requirements listed in the RFP, and respond to all technical requirements in Attachment C, Scope of Work, and must include all mandatory forms and attachments.

• The Technical Proposal must include evidence of Proposer’s qualifications. • The separately sealed Price/Cost Proposal must include the proposed price and a signature by an

authorized representative of the Proposer. Proposers are further reminded that conditions and specifications, which are considered mandatory requirements are expressed with the word “shall” or “must” in the description of the requirement. RFP Proposals 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. 1.8.1 Costs Proposals shall be prepared simply and economically. The Department is not liable for any cost incurred by a Proposer in responding to this solicitation. The Proposer is required to examine carefully the contents of the solicitation and be thoroughly informed regarding all of its requirements. There will be no set-up costs paid up-front by the State or the IPs. 1.8.2 Format and Copies In responding to the requirements in each section, structure your Proposal to match the order of any sub-headings in the section as presented in the RFP, to facilitate the comparison of your offer to the agency’s requirements. Sealed Proposals must be received in the Purchasing Office at 200 East Gaines Street, Larson Bldg., Attn: Fran Spivey, Purchasing Services, Tallahassee, FL 32399-0317 by the deadline listed in the Timeline in Section 1.4. All Proposals received by the deadline will be opened in the Purchasing Office at that time. Mark the Proposal package clearly on the outside with: PROPOSAL NUMBER, DATE AND TIME OF PROPOSAL OPENING. The "original" Proposal will contain the originals of any documents required to be signed as part of the proposal submission (e.g., cover letter). The original Proposal as submitted should bear the following printed information on both its outside front cover, and on its spine:

• [Proposers exact legal name, in which name the contract would be awarded] • Proposal regarding DFS TR RFP # 10/11-04 • ORIGINAL, Binder __ of __

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Include with the copies of the proposal 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. Each copy of the proposal should bear the following printed information on both its outside front cover, and on its spine:

• [Proposer’s name in which the contract would be awarded] • Proposal regarding DFS TR RFP # 10/11-04____ Copy # ___, Binder __ of __

1.8.3 Pricing/Cost Proposal (THIS INFORMATION SHALL BE SUBMITTED SEPARATELY FROM ALL OTHER BID SUBMISSION DOCUMENTS). The Proposal must contain a signed, separately sealed, Price Proposal (Attachment A). The Proposer shall provide complete and detailed pricing information as required by Attachment A. The Purchasing Officer will open the Price/Cost Proposals and they will be evaluated separately.

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1.8.4 Service Questionnaire Attachment C The Proposer must respond to requests and questions in Attachment C and submit its responses within its proposal. 1.8.5 Communications Notice required by statute: Proposers to this solicitation or persons acting on their behalf may not contact, between the release of the solicitation and the end of the 72-hour period following the agency posting the notice of intended award, excluding Saturdays, Sundays, and state holidays, any employee or officer of the executive or legislative branch concerning any aspect of this solicitation, except in writing to the procurement officer or as provided in the solicitation documents. Violation of this provision may be grounds for rejecting a Proposal. No decisions or actions shall be initiated or executed by the Proposer as a result of any discussions with any Department employees. Only communications which are in writing from the Department may be considered as duly authorized communications on behalf of the Department. During selection the Proposer, its agents and employee will not engage in any written or verbal communication with any Department employees whether or not such individual is assisting in the selection, regarding the merits of the Proposer or whether the Department should retain or select the Proposer. The Proposer 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 1.4. SECTION 2: SCOPE 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: 2.1. Scope of Work 2.1.1 Mandatory Documents and Requirements All Proposals received will be screened for compliance with these minimum qualifications. 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 record keeping system currently functioning in IRC tax deferred 457 (b) plan with at least 80,000 PART accounts.

2. Commit to administer and maintain the record keeping system for a minimum of five (5)

years.

3. Proposer’s record keeping platform must be scalable between 80,000 and at least 160,000 PARTs.

4. Support PART account data transmissions to the DC website.

5. Incorporate the final design with an interface with no changes to the current IP’s and pay

center systems.

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6. Agree to meet all of the “Business Requirements” found in Section 2.2.3.

7. The Proposer must be able to provide a record keeping application that accurately stores participant demographic and financial information and effectively transfers information between the BDC, IPs, centralized and non-centralized pay centers. The participant information will be used to create payroll files to be sent to and received from the pay centers and IPs.

8. Develop and provide to the Department an initial and ongoing service plan. The ongoing

plan must be reviewed, updated, and submitted to the Department annually. 9. Establish communication contacts with the Department, IPs, centralized and non-

centralized pay centers. 10. Set up data transmission interfaces with the BDC, IPs, FRS, centralized and non-

centralized pay centers.

11. Create and maintain custom website for the State of Florida Deferred Compensation Plan.

12. Establish written procedures for website maintenance, and data transmission interface with BDC, IP’s, and pay centers.

13. Train appropriate BDC and IP staff on accessing (inquiry and data entry) the RK system. 2.1.2 Record Keeping System Capability The RK 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 RK system to the DCP website. There must be FTP connections using key encryption software with each IP: Great-West Retirement Services, ING, Nationwide Retirement Solutions, T Rowe Price and VALIC. The RK must provide FTP server, login ID, and password for BDC staff and plan participants. The system must provide software to process the following transactions electronically from the IP’s including but not limited to: participant enrollments, deferral changes, beneficiary changes, phone numbers and address changes, e-mail address changes, name changes, (pending status) company-to-company transfer information, account balance information (total account balance with date, balance by investment option with date), rollover transactions, and distributions. The RK transaction system will verify that the employee is eligible to enroll. The RK will receive eligible employee files that will populate its system for verification. Currently, these files are received monthly from the Florida Retirement System and weekly from the State of Florida Payroll System. 2.1.3 Development of Record Keeping System As the RK 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 participant demographic and financial information.

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2. Provide the record keeping necessary to accommodate changes in the IPs and investment products offered through the DCP including an anticipated addition of Roth accounts.

3. Accept, create and distribute payroll files to and from the IPs and pay centers. After

receiving the daily participant information from each IP, the RK will respond with an error report of rejected participant data.

4. Create a clearinghouse to transfer files and receive files from the IPs, BDC, Division of

Retirement, and pay centers.

5. Create reports and files from PART data for the BDC upon request. 2.1.4 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 RK 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 29, 2010.

2. A Data Transmission Interface with the BDC, IPs, centralized and non-centralized pay

centers must be established prior to December 3, 2010

3. The Record Keeper’s system must be operational and available to receive Sungard’s Master Files for system testing prior to December 6, 2010.

4. Accept deliver of Sungard’s Master files and begin system integration and testing prior

to December 8, 2010.

5. Establish written procedures for website operation, maintenance, data transmissions with BDC, IP’s, and pay centers prior to December 10, 2010.

6. A Procedures Manual, in hard copy and electronic format, must be provided to the

Department prior to December 22, 2011.

7. New record keeping system must be fully operational for side-by-side dual system testing no later than January 7, 2011.

8. Operation and process management training for the Department and IP staffs must be

completed prior to January 12, 2011.

9. User training appropriate to RK system functionality (inquiry and data entry) for BDC and IP staffs must be completed prior to January 14, 2011.

10. System shall be fully functional by January 14, 2011.

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2.2 Technical Specifications

2.2.1 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 RK 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 C, Section 1.1.4) On-going updates to the Conversion and Implementation Work Plan shall be provided as needed. 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. 2.2.2 Service Commitment and Problem Resolution RK 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 RK, the Department shall reconcile such records to the reasonable satisfaction of the Department to ensure proper credit of the compensation deferred. 2.2.3 Business Requirements The RK shall provide to the centralized and non-centralized pay centers fifteen (15) days prior to the warrant date, an electronic prebill file indicating the total IP deferral amounts that will be deferred by each PART for that specific pay date. (Exhibit #3) 2.2.3.1 Pay Center Deferral Process (Actual, Discrepancy & Prebill Files) For each payroll period the pay centers must submit an actual deferral file followed by a discrepancy file to the RK by 2:00 p.m. at or before three businesses days prior to the pay date (all but three pay centers submit their actual and discrepancy files electronically). The actual files received from the pay centers must reconcile to the pay period prebill file. Scheduled pay dates created by the BOSP are agreed upon by the BDC, RK and pay centers 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 pay center should not list this PART’s deferral amount on the actual file, all PART deferrals must reconcile to the prebill file. The corrected actual file must be re-submitted to the RK within three business days prior to the pay date (the only reason the RK should manually make changes to any discrepancy is when a PART has met their annual deferral maximum). BDC will be responsible for the timely reconciliation of deferral issues. RK will notify BDC the deferral totals by IP and Pay center, at or before 12:00 noon EST two working days prior to each pay date. (Exhibits #1 & 3) 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

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payments at time of retirement, or from meritorious awards. The RK shall provide access to their system to enable the BDC to enter these special deferrals into the RK system. 2.2.3.2 Final IP payroll file After all actual deferral files for the pay cycle have been reconciled by the RK, BDC, IP, and the pay centers the RK will send each IP an electronic final payroll file to notify them of the pending deferrals amounts for the pay cycle, which will be wired to them by the BDC. These files are only generated after BDC has given the RK approval that each of the pay centers amounts RK has reported matches back to the amounts reported to BDC by the individual pay centers. (Exhibit #4) The Final IP Payroll Files contain the following information:

• Employer Code

• Pay Center Code

• IP Code

• File ID

• Record ID

• PART SSN

• Participant Nam

• Pay Cycle Code

• Payroll Date

• PART’s deferral amount or percentage

2.2.3.3 Over Deferral Report A file sent from RK to the BOSP after each payroll. This file identifies any participant that will over defer within two payrolls if the participant has designated the same deferral for the next two payrolls. (Exhibit #22) 2.2.3.4 Participant Data Collection The RK maintains an electronic communications system which allows PART data entry directly from the RK, 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 RK, BDC and IPs. The data driver of this system is the Electronic Participant 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 Department. The EPAF system provides PART data, which is current as of the prior business day. (Exhibit #5) 2.2.3.5 Electronic Participant Action Form (EPAF) Each of the IPs furnishes the RK an EPAF file each business day by 6 AM EST. The EPAF file transfer process is used by the RK to pass PART transaction information to RK’s system. EPAFs originate daily from the different IPs that provides PART data and investment services to Department. Notifications of RKs receipt of the EPAF files are emailed to the IPs. The information from the EPAF will be extracted, validated and used to trigger the appropriate RK transactions. Transactions activated by the EPAF and posted by the RK are provided back to the IPs in a conformation and exception file of the EPAF transactions – both accepted and rejected. (Exhibit #5) 2.2.3.6 EPAF Confirmation Report The RK submits an EPAF Confirmation report on a daily basis, back to the IPs once the EPAF files have been validated and processed on the RK system. The EPAF Confirmation report is a summary of the transactions that were accepted, and/or rejected. If IP does not submit an EPAF file or if the EPAF file contains no data, a report will not be generated. (Exhibit #6)

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2.2.3.7 EPAF Exception Report RK submits an EPAF Exception report 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 #7) 2.2.3.8 No Competitive Advantage RK agrees that it will not use its position as a RK to directly or indirectly enhance or impair the position of any IP in the DCP. It is understood that non-discriminatory enforcement by Department will not be regarded as impairment to any IP. When performing functions and providing services the RK shall at all times identify itself only as RK for the SOF DCP, in such a manner that will not be likely to confuse PARTs. 2.2.3.9 Access to Information RK 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. 2.2.3.10 Successful Transition of Duties The successful vendor will be required to provide all services necessary for a smooth and successful transition from the current RK (Sungard). The projected timetable of the transition to the new RK is listed in Section 2.1.4. The Department will coordinate with the IP’s to ensure that all relevant PART data that is applicable will be provided to the successful Proposer. The RK will ensure the IP’s daily access to their respective PART accounts by electronic channels. 2.2.3.11 Technical Requirements Information handled by processing systems and associated telecommunications networks must be adequately protected against unauthorized access modification, disclosure, or destruction. The Department reserves the right to perform an independent annual audit of these controls at the expense of the Department. 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 RK. The RK 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 RK shall furnish, at no cost to the Department, on-line computer access to all its records for terminals located in the BDC for inquiry of PART records. PART record systems should be user friendly and thoroughly explained in the Procedures Manual. 2.2.4 Operations and Support Requirements 2.2.4.1 Plan Level Reports & Files The RK must submit separate daily, monthly, semi-annual and annual reports/files on a variety of data in the DCP as designated by the Department. The RK will be required to provide the Department 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

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maintained by RK concerning the DCP shall be open for inspection by the Department and their 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 RK is responsible for accuracy, timely delivery and comprehensive structure of all reports/files as required by contract and this RFP. RK is expected to provide prompt delivery (hard copy or electronic) of any records, reports of files and other information specified by the Department. RK shall maintain sufficient personnel to process data, reports, files, etc. within the time limits established by this contract. 2.2.4.1.1 DAILY FILES 2.2.4.1.1.1 Account Summary File The IPs furnishes the RK an electronic Account Summary File each business day (Tuesday – Saturday) by 6 AM EST. The RK uses this file to update the daily PART balances on their system. These daily balances are reflected on the SOF website, which is hosted by the RK. (Exhibit #8) 2.2.4.1.2 WEEKLY FILES 2.2.4.1.2.1 BOSP Census File RK receives an electronic file from the centralized pay center each week that contains the SOF pay center employees who are eligible to participate in the DCP. The RK updates their system to keep records of the eligible SOF employees. (Exhibit #9) 2.2.4.1.3 MONTHLY FILES 2.2.4.1 3.1 Monthly Valuation File – (MOVAL) RK shall receive from IPs and maintain an all-inclusive up-to-date Plan-level Valuation File in the form established by the RK. All information in the MOVAL File is the property of the State and shall be available to the RA/BDC at any time. All DCP records are confidential and are exempt from the provisions of Section 119.07(1) as cited in Section 112.215(7), Florida Statutes. (Exhibit #10) The IPs will furnish a MOVAL file to the RK 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/RA and electronically transmitted to RK 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

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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

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

2.2.4.1.3.2 Benefit Payment File - (BENPAY) IPs provides a Benefit Payment file (BENPAY) to RK by the 10th business day of each month. The RK compares the current months BENPAY file to the prior BENPAY files to determine those PARTs who have Started, Stopped, or changed distribution amounts on a monthly, quarterly, semi-annual or annual basis. This report is due to BDC by the 15th business day of the month. (Exhibit #11) The outputs obtained from the comparison are separated into three reports for each IP:

• Start Distributions: List any PART that are on the current BENPAY file and not on the prior monthly, quarterly, semi-annually and annually BENPAY files.

• Stop Distributions: List any PART that was previously reported on the prior monthly, quarterly, semi-annually and annually BENPAY files, but are no longer reported as receiving a distribution on the current BENPAY file.

• Changed Distributions: List any PART who has received a distribution, but the amount of the distribution is different from what is being reported on the current BENPAY file.

The information reported on the Start and Stop reports are:

• Payee Name • Payee SSN • Benefit Payment Amount • Pay mode: When the PART receives their distribution (i.e. monthly, annually, etc.) • Payee ID: Whether the distribution is going to a participant or beneficiary. • PART Name • PART SSN

The information reported on the Changed Distribution reports are:

• Same information as Start and Stop with the following additional fields • Current Benefit Payment Amount • Prior Benefit Payment Amount – the RK determines the change in distribution amount and

reports only those PARTs whose amount changed by $75.00 to BDC.

When all three reports for each IPs are finished, the reports are distributed appropriately.

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2.2.4.1.3.3 Plan Audit Report The Plan Audit Report is created on a monthly basis by the RK 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 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 #12) The data is collected, by fund and source, for the month and displayed in these categories:

• Beginning Balance • Deposits • Earnings • Transfers In • Transfers Out • Withdrawals

• Charges • Transfers to Annuity • Plan to Plan Transfers • QDROS In • QDROS Out • Ending Balances

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

• Pretax • Qualified Plan Rollover • 457 Plan Rollover

• IRA Rollover • All Sources

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. 2.2.4.1.3.4 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 RK within 10 calendar days. The BDC must then reconcile those explanations to the discrepancies originally reported on the Plan Audit Report. That information is then collated into the Plan Audit Report Response, and submitted to BDC. (Exhibit #13) 2.2.4.1.3.5 Plan Activity Report The Plan Activity Report categorizes PART account activity on a monthly basis. That PART activity is obtained from the MOVAL File and PART data entered by the BDC, daily EPAF File transmissions, and the Daily Account Summary File. This information is processed on the RK system by month, by Investment Provider and activity. (Exhibit #14) 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 Participants with a Balance- PARTs with a balance remaining as of month-end

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• 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

The Plan Activity Report is due to the BDC by the 10th business day after receipt of the Monthly Value File. 2.2.4.1.3.6 DCP Number of Accounts Report The DCP Number of Accounts report is provided by the 10th business day of each month to RA. 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 RK system at month end plus the number of Plan annuitants’. (Exhibit #15) 2.2.4.1.3.7 Required Minimum Distribution Report The RK determines the PARTs that will be at least 70 ½ by April 1 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. 2.2.4.1.3.8 Net PART Change Report RK provides BDC on a monthly basis the Net Change of Enrollment report. The report provides by IP the number of centralized and non-centralized monthly new enrollments less withdrawals. (Exhibit #16) 2.2.4.1.3.9 Loan File Exchange RK provides access to their FTP 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 their FTP directory. 2.2.4.1.3.10 FRS Census File RK 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 participant in the SOF DCP. The RK updates their system to keep record of the eligible PARTs. (Exhibit #17) 2.2.4.1.3.11 BOSP Census File/Report RK receives monthly files of terminated employees from BOSP. RK will provide a report to the BDC of terminated participants with account balances that were not included in the previous months report or unique participants. This report will contain the participant’s name, address, social security number, IP and be in an excel format. (Exhibit #9) 2.2.4.1.3.12 Stop Deferral Report RK will provide a report to the BDC of PARTs that have a balance, but have stopped deferrals and are not on the BOSP Census File. This report will contain the participant’s name, address, social security number, IP and be in an excel format. (Exhibit #18)

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2.2.4.1.3.13 New Enrollment Report RK provides BDC on a monthly basis with a report that contains the addresses of the new PART enrollments. This report is electronically submitted to BDC and is in an excel format. 2.2.4.1.4 ANNUAL REPORTING 2.2.4.1.4.1 Plan Performance Report RK shall at the end of each calendar year of operation furnish to the RA and PA, in the form specified by the RA and approved 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 RK shall consolidate it into the DCP Annual Performance Report. The RK shall request the data from each IP before January 10th and give each IP 20 days to respond. The RK will forward the 1st draft of the consolidated report to the RA/PA by February 20. The RA/PA will provide the RK with changes and corrections by March 10. The RK will forward the final report to the RA/PA no later than April 1 of the year following the calendar year being reported. (Exhibit #19) The RK will furnish the Department 30 bound copies of the report and one unbound copy. 2.2.4.1.4.2 Schedule of Plan Assets RK provides the RA/BDC the Schedule of Plan Assets as of June 30th, which is due by July 15th. The RK request and gathers the appropriate asset data from each IP to complete the Schedule of Plan Assets. The asset information is entered into one spreadsheet which displays the following asset categories for each IP. (Exhibit #20)

• Beginning Asset Balance (previous year ending balance)

• PART Deposit Activity • Withdrawals • Company to Company Transfers In

• Company to Company Transfers Out • Net Earnings, Gains, and Losses • Change in Present Value of Annuities • Ending Asset Balance

This Schedule displays the number and percentage of PARTs that have accounts with multiple IPs and it breaks out the different investment categories for each IP. 2.2.4.1.4.3 DCP Transaction Count RK provides BDC the number of transactions that were processed on the RK system during the fiscal year. Due by January 15. (Exhibit #21) 2.2.4.1.4.4 Unique PART Address List RK provides BDC a report that lists the addresses for all unique PARTs that have an account balance on the RK data base system. This report is due upon request from the BDC. 2.2.4.1.4.5 Random PART List RK provides BDC annually a report that list address information for a set number of randomly picked PARTs that has not been reported before, from the RK data base system. BDC will use this report for their annual survey. Report due upon request of BDC. 2.2.4.1.4.6 PART, IP & RK Random Audit Files & Reports RK shall assist in the annual random audit (CPA conducted) of PART accounts by providing PART account information to the audit firm as requested by the Department. Report due upon request of BDC.

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2.2.4.1.4.7 Record Keeper Financial Report RK shall furnish the Department or his authorized representative, following each corporate fiscal year, a certified copy of its or its contractor’s official annual financial report (financial statements) audited by properly licensed independent certified public accountants showing the financial condition of RK and its affiliates at the close of each year and the results of operations of RK during such year. Report due upon receipt by RK. 2.2.4.1.4.8 NAGDCA Survey RK shall be responsible for assisting the BDC in completing the annual survey conducted by the National Association of Government Defined Contribution Administrators, 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. 2.2.4.2 Operational Policies and Procedures Not later than December 22, 2010, the RK shall provide a manual to the Department 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 Department and IP staff prior to training. The manual shall be maintained and up-dated bi-annually to state and clarify the policies and procedures governing all aspects of their administrative/operational involvement within the DCP. For purposes of preparation of the manual, Proposers should assume that they would:

1. Obtain Department review and approval prior to printing and distribution.

2. Prepare an initial distribution of 25 hard copy manuals; as well as, an electronic format.

3. Update the manual bi-annually with changes, as necessary, and distribute revised manuals

or amended pages, as appropriate.

4. The manual should contain complete instructions on how to access and view all fascist of the RK transaction system; as well as, how to troubleshoot routine problems.

5. As necessary for detailed instruction, the manual may contain modifications related to the specific administrative task assigned to the individual work areas within the deferral and enrollment processes.

2.2.4.3 Record Keeper Plan Support The RK will be responsible for providing services necessary to assist the Department with the activities associated with the DCP. The RK’s PSR must answer Department questions about the DCP operations, as well as provide guidance and assistance on how to resolve operational, data entry and administrative problems. This assistance will include implementation of additional pay centers and Plan features that may require innovative record keeper services and supporting processes. The Personal Service Representative 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. Internet access to the transaction/data entry system will be available to the

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Department 24 hours a day with the exception of the time necessary for the normal maintenance of the system and updating of information. The RK is expected to respond to all requests for assistance by the Department within one business day. 2.2.4.4 Communication Equipment The RK will furnish and install any necessary software in the Department office for on-line inquiry and access to a PART's account information. RK is responsible for preparing and maintaining procedures related to this process; RK is responsible for training the Department, IPs and pay centers staff on procedures applicable to the RK’s system. 2.2.4.5 Deferred Compensation Plan Website RK shall develop, produce, maintain and/or populate a customized website for the DCP, available for users to learn about the DCP, obtain information about an IP, investment product options offered, view their account and which the Department can use as necessary for overview of PART and IP information. Any changes to the website must be pre-approved by the Department. The website must comply with Department internal website requirements. All current content is required in the Proposers response. Proposers should logon to 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 should contain:

a. Information unique to the DCP;

b. Hyper links to the IP websites;

c. A variety of investment education tools for PARTs;

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

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 RK. This page will

allow participants 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 RK data base. The login page must also have an administrator feature that allows the DCP employees to look up participant account information. Once into the system the page must contain the following links:

1. Participant Information

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

a) Name b) Address

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c) Sex d) Employment status (including flagged terminated participants) e) Birthday f) Payroll cycle plan number g) Email h) Next pay date i) Number of pay date j) Pre-tax deferral amount, etc.

2. Plan Information

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

a) RK name and contact information b) Investment Providers contact information c) Plan sponsor contact information d) Loans permitted e) Money types

3. Plan Summary

This link opens a subpage that must contain the following fields relating to the participants’ current account information.

4. Balances

This link opens a subpage that must contain the following fields relating to the participants’ 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

participants to print a consolidated statement.

5. Beneficiaries This link opens a subpage that must contain the following fields relating to the

participants’ beneficiaries: a) Primary beneficiary contact information b) Secondary beneficiaries contact information

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

password.

7. Change Deferral Amounts

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This link opens a subpage that has the participants’ investment company information, as well as a hyperlink to their website.

8. Account Balance Details

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

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

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

The RK shall provide office space for two State DC employees during disaster situations that will require relocation out of Tallahassee. 2.2.5 BDC Responsibilities In order to facilitate the performance of RK’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 any and all steps to accomplish such objectives, including but not limited to:

1. Arranging for payroll reductions to be made from the appropriate payroll center on each pay date and transmitting to the IP in a manner mutually acceptable to the RK and pay centers, the total amount of compensation deferred for investment with IP.

2. Coordinating with the centralized and non-centralized pay centers to allow the deduction of deferred amounts from PART's compensation.

3. Requiring each IP to deliver to RK no later than the tenth day after the end of the month, a file which includes each PART receiving benefits and the amount that was disbursed.

4. Require each IP to submit the appropriate data, reports and files as outlined in the Scope of

Work and Technical Specifications.

5. The BDC makes 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. These changes will be communicated to the RK prior to the effective date.

SECTION 3: EVALUATION PROCESS Proposals shall be opened on the date and at the location indicated on the Timeline. Proposers may, but are not required to, attend. Prices will not be read at the RFP Opening. 3.1 Evaluation Team An evaluation team consisting of at least three members, appointed in writing by the Department, will evaluate the Proposals.

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3.2 Determination of Conformance Proposals must satisfy certain mandatory requirements and scope of work and technical specifications 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 scope of work and technical requirements are met and addressed. Proposals that meet these requirements will be accepted into a detailed evaluation phase. WARNING: Proposals that fail to meet these mandatory minimum requirements will be rejected and considered no further in the evaluation process. The Department may make such investigations, as deemed necessary, to determine the ability of the respondent to supply the products and perform the services specified. The Department reserves the right to reject any proposal if the evidence submitted by, or investigation of, the respondent fails to satisfy the Department that the respondent is properly qualified to carry out the obligations of the contract. 3.3 Technical Bid Portion of the Proposal Each team member will evaluate their copy of the Proposal independent of the others and provide a score on each section of the Technical Proposal, based on the evaluation criteria. The Department may request oral presentations from any or all of the Proposers. The Purchasing Office will coordinate and conduct the presentations. 3.4 Evaluation Criteria (Based on Responses)

A. Experience and Qualifications ……………………………………………..15 B. Record Keeper System Requirements ……………..……………………….25 C. Conversion and Implementation ………………………….………………...15 D. Standards and Specifications ……………………………………………….15 E. Design and Support of Website …………………………………………….10 F. Customization of Services ………………………………………………….20 G. Price Proposal……………………………………………………..…….…..25

TOTAL ……………125

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 Qualifications, with a total point value of 15 points and their evaluator score was 21 out of 25, they would receive the highest number of points available, or 15 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.

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Evaluators will not be scoring The Price Proposal. The Price Proposal will be evaluated separately by the Purchasing Office. The Price Proposal will be evaluated from pricing indicated on Attachment A “Proposed Fee For Standard Record Keeping Services” using the formula. (Lowest Cost /Respondent’s Cost) x Cost Points = Respondents Total Cost Points. 3.5 Reservations The Department reserves the right to reject any and/or all Proposals, or to waive minor discrepancies if it is in the Department’s best interest to do so. The Department may, by written notice, revise and amend the solicitation before the due date for the Proposal. 3.6 Contract The Department will coordinate a contract for signature, substantially in the form attached as Attachment D, between the Department and successful Proposer, who will be the Contractor, that incorporates this solicitation and the Proposer’s Proposal as soon as possible after the posting of the notice of award on the Vendor Bid System (VBS) website, at http://fcn.state.fl.us/owa_vbs/owa/vbs_www.main_menu. After selection of the Contractor, the Request for Proposals (including addenda thereto, if any), the Proposal of the Contractor, and the executed Contract will constitute the entire agreement of the parties and will supersede any prior representations, commitments, conditions, or agreements between the parties. In the event of conflict among the terms and conditions of the various documents, the Contract shall prevail over the Request for Proposals and the Proposal. The term “Proposal” includes both the Technical and Price Proposals submitted in response hereto. The Contract shall be substantially in the form attached as Attachment D to the RFP, with only such non-substantive changes therein as shall be necessary to the orderly administration of the program/Project. Modifications as noted in response to the Proposers' questions and any other Addenda to the RFP are incorporated into the RFP. If there are any perceived inconsistencies among any of the provisions of the RFP and its attachments, Proposers shall bring these inconsistencies to the attention of the Department prior to the submission of the Proposal. 3.6.1 Contract Termination 3.6.1.1 The Department shall have the right to terminate or suspend the Contract, by providing the Contractor thirty (30) calendar days written notice. The Contractor shall not perform any Services after it receives the notice of termination, except as necessary to complete the transition or continued portion of the Contract, if any. Contractor shall submit to the Department within 90 calendar days of termination a request for payment of completed Services. Requests submitted later than 90 calendar days after termination will not be honored and will be returned unpaid. In the event that the Department elects not to renew its contract at the end of its term or extension, or otherwise terminates the contract for cause, default, or insolvency, the RK agrees to cooperate in the transition to the new RK. In the event the contract is terminated for cause, the RK will be responsible for reimbursing the State for all costs incurred in terminating the contract, effectuating a new RK contract, transferring records and all the actions required as a result of such termination.

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The RK will provide the documents and computer files described in this RFP and generally assist the new RK and the Department in learning the content of such documents and files, or will assist otherwise as mutually agreed upon between the RK the Department. The RK will have no written, electronic, or telephone contact with PARTs except as authorized by the Department. Data requirements of the Department to affect this transition/conversion to a new RK include, but are not limited to the following:

1. Use of non proprietary software shall be fully documented by the RK and approved by the Department.

2. All source documents and disclosures of member selections or investments.

In the event that the Contract is terminated or is not renewed after the stated contract term or extension, the following account materials, services, and data will be provided to Department:

1. A financial report of the DCP including the latest activity by each investment provider firm

(deposits, transfers in and out, withdrawals, fee/charges, earnings, and adjustments). 2. A listing of any items requiring adjustment/correction as of the “close-out” date. 3. Staff and records reasonably needed to allow for the timely completion of the annual

financial audit of the latest plan year for the DCP and to answer questions and provide technical assistance during the transition period, such that the audit report can be completed within six months of the termination date.

4. Descriptions for codes and input and output files will be mutually agreed upon by the RK

and the Department. The RK agrees to provide all information that resides in the RK’s computer files relating to PART accounts that the Department requires for the transition. This data must be made available in a standard format for ease of migrating the data to another platform.

Entire Contract; Order of Precedence. The Contract document (substantially in the form attached to the RFP as Attachment D), the Department's solicitation including attachments and addenda, and Proposer’s Proposal and in that order, state all of the rights and responsibilities of, and supersede all prior oral and written communications between the parties. The Department objects to and shall not consider any terms or conditions submitted by a Proposer, including any appearing in documents attached as part of a Proposer’s Proposal, which are inconsistent with or contrary to the requirements, terms, or conditions of the RFP. In submitting its Proposal, a Proposer agrees that any such inconsistent or contrary terms or conditions, whether submitted intentionally or inadvertently, shall have no force or effect. 3.7 Confidential Nature of Information Each of the parties hereto agrees, to the extent permitted by law, to mutually safeguard and keep confidential any and all information obtained from the other party with respect to the personnel of the state and each PART, or any other category of data identified in writing by either party to the other party as being confidential. Unless otherwise required by law, or allowed under the

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Department, all information obtained by RK from an individual employee, whether such employee becomes a PART or not, shall be treated as confidential between the Department and the RK and shall not be disclosed to any other person, firm or corporation without the written consent of the Department and the employee. Neither RK nor any affiliate thereof shall use any information obtained as a result of RK’s activities under the Plan for the purpose of soliciting business related or unrelated to the Plan without the prior written consent of the Department. 3.7.1. Acceptance. (See Attachment D Paragraph 5) 3.7.2 Public Records. Notwithstanding any provisions to the contrary, public records shall be made available pursuant to the provisions of the Public Records Act. Trade secrets are not solicited or desired as submissions with Proposals. The Department will advise the Proposer if disclosure of any trade secret as defined in section 812.081(1)(c), Florida Statutes, where clearly segregated and identified as such in the Proposal, is sought. If the Department receives a public records request related to the Proposal, the Proposer shall be solely responsible for taking whatever action it deems appropriate to legally protect its claim of exemption from the Public Records Act. Any prospective Proposer acknowledges that the protection afforded by section 815.045, Florida Statutes, is incomplete, and it is hereby agreed that that no right or remedy for damages arises from any disclosure. (modifies PUR 1000 ¶33 and PUR 1001, ¶19). (Exhibits #2 and #23)Proposer shall retain such records for the longer of (3) 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). 3.7.3 Modification of Terms. Any terms and conditions that the Proposer provides with or before or after delivery 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) (Exhibit #2) Any proposed agreement submitted in the Proposal shall not contain any provisions, unless such provisions are expressly negated in the Proposal, 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 Proposer or any other person.

Proposer agrees to provide to the Department as part of the annual maintenance service hereunder all revisions, updates, improvements, modifications and enhancements and updates to each software program and/or item of Equipment. 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. Payment. [Contract Paragraph 4(b)] 3.7.4 My Florida MarketPlace. Unless exempted under Rule 60A-1.030-.032, each Contractor 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 40 calendar

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days after receipt of payment for which such fees are due or the Contractor shall pay interest at the rate established under section 55.03(1), Florida Statutes, on the unpaid balance from the expiration of the 40-day period until the fees are remitted. (see PUR 1000 ¶14) (Exhibit #2). 3.7.5 Electronic Accessibility. If applicable, Section 508 compliance information on the supplies and services in this Contract are available on a website indicated by the Proposer in the Proposal 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 Sec. 794 are met. SECTION 4: SUPPLEMENTAL SPECIAL CONDITIONS 4.1 Reservations. Proposals to this solicitation will be the primary source of information used in the evaluation process; therefore, each Proposer is requested and advised to be as complete as possible in its Proposal. Additional information may be requested by the State, including requests for oral presentations, interviews, or software demonstrations from Proposers who, based upon the results of an initial evaluation outlined in Section 3.4, have proposed solutions that appear to meet the needs of the State of Florida. The State may conduct site visits to locations where proposed solutions are in operation or in the process of being implemented. The Department reserves the right to accept portions of a competing Proposers’ Proposals(s) and merge such portions into one project, including the inclusion of the entity offering such portions. Components may be chosen and merged from various Proposers to provide the commodities and services sought. However, there will be one prime contractor selected to be responsible. 4.2 Data Protection. No Department data or information will be transferred or stored offshore or out of the United States of America. 4.3 Access to Department data shall only be available to approved and authorized staff, including remote/offshore personnel, that have a legitimate business need. If that need changes, then access shall be removed promptly. Contractor shall encrypt all data transmissions. 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. 4.4 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 Contractor’s breach of data security or the negligent acts or omissions of Contractor related to this subsection 4.2 4.5 All employees or agents performing work under the Contract must comply with all security and administrative requirements of the Department. The Contractor shall not divulge to third parties any confidential information obtained by the Contractor or its agents, distributors, resellers, officers or employees in the course of performing Contract work, including, but not limited to, security procedures, business operations information, or commercial proprietary information in the possession of the State or the Department. 4.6 No Advertising or Endorsements. The contractor’s services to the department may be generally stated and described in the Contractor’s professional resume. The Contractor may not

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give the impression in any event or manner, that the Department recommends or endorses the Contractor. 4.7 Reiteration of statutory limitation on Proposer. During the term of the Contract, Contractor shall not knowingly employ, subcontract with, or sub-grant to any person (including any non-governmental entity in which such person has an employment or other material interest as defined by section 112.312 (15), Florida Statutes) who is employed by the State or who has participated in the performance or procurement of the Contract, except as provided in Section 112.3185, Florida Statutes.

4.8 Background check. Background checks are to be obtained by the Contractor through a professional data security organization with recognized industry credentials. A copy of the background report is to be provided upon Contract Manager’s request before the designated staff may work under the Contract. The Department reserves the right to reject proposed personnel based on background check information. 4.9 Substitutions. Price proposals and acceptance will be limited to the items and services required by the specifications in this RFP. Proposer may propose substitute items or services for any specifications in this RFP. These items or services may be accepted at the approval of the BDC, provided there is equivalent performance with economic benefits or significantly enhanced performance. 4.10 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 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.

• The substituted item must be approved, in advance, by the Department. • With any commodity offered as an equivalent, the Proposer must certify that it has

consulted with the manufacturer and can represent it is not scheduled to be discontinued by the manufacturer within the next year; and if the manufacturer does discontinue the commodity, the Proposer shall certify that it will replace such part at no cost to the Department.

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ATTACHMENT A

Price Proposal 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 their response. It is anticipated that respondents will offer a pricing model, for the contract period, which specifically addresses their pricing for the standard record keeping services. Proposed Fee for Standard Record Keeping Services: $___________ Additional services such as; ad hoc reports and the addition of new payroll centers into the DCP may be requested by the Department during the life of the contract. Proposed Total Fee for Adding an additional Payroll Center: $___________ Proposed Hourly Fee for Additional Services: $___________ (not greater than $150/hour) All additional charges for future changes to reports, communications or any services sought pursuant to Additional Services and other labor based services will be billed on this hourly rate. The above fees shall apply during the term of the Contract. These rates may not increase during any renewal. The Price Proposal will be 25 of the total points of the evaluation criteria in paragraph 3.4. Standard record keeping services will account for 20 of the 25 Price Proposal points; adding pay centers will account for 4 of the 25 Price Proposal points; and the hourly fee will account for 1 of of the 25 Price Proposal points. The proposed hourly fee shall not exceed $150 per hour. If an hourly fee greater than $150 per hour is proposed the proposal will be deemed nonresponsive. I certify that this Proposal is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal for the same materials, supplies or equipment, or services and is in all respects fair and without collusion or fraud. I agree to abide by all conditions of this Proposal and certify that I am authorized to sign this Proposal for the Proposer and that the Proposer is in compliance with all requirements of the RFP, including but not limited to, certification requirements. PROPOSER NAME: _____________________________________ (Company) PROPOSER ADDRESS : _________________________________ (City/State/Zip) _________________________________ PROPOSER PHONE: ____________________________________ PROPOSER E-MAIL CONTACT: _______________________________ AUTHORIZED REPRESENTATIVE: (Printed) _______________________________________ AUTHORIZED SIGNATURE: ___________________________ DATE: ______________________________________________

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ATTACHMENT B

Identical Tie Response Certification

In the event of identical tie Proposals, preference shall be given to the Proposer 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. The response is from a Florida-domiciled entity

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

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

_____E. 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 Proposers 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, for a violation occurring 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 C

Service Questionnaire SECTION 1: SPECIAL CONDITIONS 1.1 PROPOSAL CONTENTS 1.1.1 Technical Bid/Proposal Content

1. Provide a brief statement of the Proposer 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 firms latest SAS 70 report. Indicate how frequently your firm

has this audit conducted. 1.1.2 Administration and Management 1.1.2.1 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. 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.

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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.

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 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, 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.

1.1.2.2 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 (Plans & PART) do you currently provide RK services?

Complete the table below as of January 2010; specifically, IRC 401(a), 457(b), 403(b), and 401(k).

Plan Size

(By Participants) Number of

Plans Number of

Participants

Total Assets Number of Multi- Vendor Clients

20,000 to 50,000 50,000 to 80,000 80,000 to 110,000 110,000 and over

TOTAL

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b. Identify how many Plan level contracts you have implemented since January 2005 involving groups of 50,000 participants or more and how many of that size are awaiting implementation.

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 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 $250,000. 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. 1.1.2.3 Identification of Project Personnel 1. The Proposer will designate specific members in the operations below 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

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organizational structure 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 RK experiences that any team member possesses.

2. The following information must be provided for staff assigned to this implementation and operations project.

a. Name the person and their back up who will have overall account management

responsibilities for the DCP. Provide the resume for this individual including qualifications, experience, and number of years with your firm and primary work location. Describe the duties and responsibilities for this individual.

b. Provide the names and backgrounds of key record keeping staff 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.

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? 4. Describe the size of an average deferred compensation service team and team participant'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?

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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 staffed for the Florida project. b. Provide an emergency contact and contact information.

c. Confirm that after hour messaging will be available.

d. How will outstanding issues be tracked and resolved?

e. How will you monitor and report your service response level?

1.1.2.4 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 work. 1.1.2.5 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 EST. There will be no sending work off United States soil.

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1.1.3 Record Keeping System Requirements 1. Describe in detail your company’s ability to add in excess of 80,000 participants to your

record keeping system. What assurances can you provide about your ability to successfully support up to 160,000 participants on your system?

2. Describe in detail your company’s ability to add payroll centers to your system. 3. 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? How will this increase be compensated and when?

4. What guarantees will you provide to the Department regarding your system capacity and the

volume of PARTs that may join the DCP?

5. 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?

6. Describe your procedures for ensuring that the plan has daily IP information.

7. Describe all controls taken to ensure the timeliness of record keeping, that each PART account complies with all provisions of the plan and government regulations and that, to the degree required, all forms and authorizations are complete and on file.

8. How are errors, corrections, and adjustments handled through your record keeping system for payroll files?

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

10. What hardware/systems/formats are presently in place for electronic receipt and upload of

information from IPs? 11. Describe how you propose PART data would be transmitted to and from the IPs daily, include

what time of day. 12. Describe how your system will store plan records (beneficiary designations, asset allocations,

etc.).

13. Describe your procedures for monitoring contributions and applying IRC limits. 14. 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?

15. 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

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

1.1.3.1 On-Line Record Keeping 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 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.

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

1.1.3.2 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?

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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?

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?

2. Describe any pending system changes and 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 three 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. Does your firm propose to charge for system modifications required to adapt to legislative changes which necessitate or authorize changes to the plan? If so, indicate the anticipated charge schedule in your fee quote within the hourly rate. Do not include cost information in your technical response..

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 system back-up procedures. How frequently are back-ups performed? Are files archived and stored at an off-site location?

8. Describe your firm’s current capability for data transfer between your system and the IPs.

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

10. What security protections exist to ensure that PART data is fully protected?

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11. Are remnants placed on the user’s personal computer when your Internet site is accessed and what is their purpose?

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

13. Does the Proposer agree that the source code of the RK transactional/administrative system will be required to be held in escrow, with proof of certificate of escrow prior to payment?

1.1.4 Conversion and Implementation Requirements 1.1.4.1 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 Department, Pay Centers and IP’s, establish reconciliation procedures for payroll, and running side-by-side systems with the current RK. 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. 1.1.4.2 Additional Conversion and Implementation Information

1. Describe where and when necessary testing will occur. What documentation will be provided to the Department regarding tests conducted and their 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? Fully describe the services you have provided in these instances and compare and contrast them to the services requested by the Department.

5. What is the largest number of participant records that you have converted from another RK

for a deferred compensation plan?

6. Identify each conversion to which you have committed for the next two years involving 40,000 or more participants; include participants 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?

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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? 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.

1.1.5 Standards and Specifications

1.1.5.1 Reports and Reporting

1. List and describe the reports your firm proposes to prepare for the Department. 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 Scope of Services 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 well as overnight hard copy reports will be provided when requested by the Department.

5. Does your company currently design and write an annual report for any of your other

government clients? If yes, please include a sample year-end annual report or similar report.

1.1.5.2 Accounting and Reporting Capability

1. Please list your company’s standard record keeper reports that are available.

2. To what extent will the Department be able to generate its own reporting via on-line/internet access? What limitations exist on this functionality?

3. Confirm that you will be able to provide the necessary information requested by the BDC and its auditors as outlined in the Scope of Services and Technical Specifications.

4. Indicate what legal and advisory services you will provide the Department in administering the DCP in conformance with the IRC 457 (b).

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1.1.6 Website Information

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 Department 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, Department 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 2.2.4 Operations and Support Requirements.

1.1.7 Training Requirements The Department and Payroll Center training is to be completed prior to the user acceptance date of January 14, 2011. The RK will maintain all host side communications hardware and software at their company's expense. Before awarding the contract, Department 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 RK shall have adequate qualified personnel available, not more often than quarterly, to conduct complete and detailed training sessions on the RK’s systems and processing methodology, including instruction on how to use the on-line access system, at sites designated by the Department.

1.1.8 Additional Proposer Information Describe the procedures and safeguards you use to protect the confidentiality of information on PARTs and beneficiaries by unauthorized employees or other persons. Should your company be an investment provider in this plan, what are the specific safeguards your system has to secure the identity of the participant information from the investment provider side of your system?

1. Are there any concerns or problems related to or servicing of this account which have not yet been presented.

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

providing services for DCP funds with multiple investment providers.

3. What capabilities does your company have that would distinguish your company from your competitors?

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4. Describe any limitations or restrictions your company would impose in providing services

for the IPs.

5. Provide an outline of the various data transmission protocols (PGP, VPN, FTP, 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?

6. Provide a statement indicating your company’s willingness to perform all of the services

required in the Scope of Work and Technical Specifications and Service Questionnaire. 7. How would your company perform the business requirements in section 2.2.3? Please

provide examples.

8. How would your company perform the operational and support requirements in section 2.2.4? Please provide examples.

LIST OF EXHIBITS ACCOMPANING THE RECORD KEEPER RFP There are two basic types of Exhibits (Reports & Files) listed below (1 – 22) electronic and hardcopy. All of the Reports that can readily be produced into a hardcopy format will be provided on a CD with the RFP. The File Layout for the electronic files will also be provided on the CD:

1. Actual Pay Center Deferral File 2. PUR Form 1000, General Conditions 3. Prebill File 4. Final Payroll File 5. Electronic participant Action Form

(EPAF) 6. EPAF Confirmation Report 7. EPAF Exception Report 8. Account Summary File 9. BOSP Census File 10. Monthly Valuation File (MOVAL) 11. Benefit Payment File (BENPAY) 12. Plan Audit Report

13. Plan Audit Report Responses 14. Plan Activity Report 15. DCP Number of Accounts Report 16. Net PART Change Report 17. FRS Census File 18. Stop Deferral Report 19. Annual Performance Report 20. Schedule of Plan Assets 21. DCP Transaction Count 22. Over Deferral Report 23. PUR Form 1001, General Instructions

to Respondents

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ATTACHMENT D

STATE OF FLORIDA DEFERRED COMPENSATION PLAN RECORD KEEPER CONTRACT

Between The Department of Financial Services and XYZ Record Systems

THIS CONTRACT (“Contract”) is entered into by and between the State of Florida, Department of Financial Services, 200 East Gaines Street, Tallahassee, Florida 32399-0300 ("Department") or its successor, and WYZ ("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 The State of Florida Department of Financial Services is seeking a Multi-Investment Provider Record Keeper for its Internal Revenue Code Section 457(b) Deferred Compensation Plan; and WHEREAS, the Contractor, as an independent contractor of the Department, has the expertise and ability to faithfully perform such services. WHEREAS, The Contractor should have the ability to host the record keeping system while the Department functions as the plan administrator. The final design will incorporate the existing interface of the current Investment Providers and pay center systems. The Contractor will process records allowing the Investment Providers to be transferring agents for their own investments. The Contractor must provide and support a website housing the system on their platform. The Contractor will provide the best industry disaster protocol while ensuring all participants demographic and financial information is kept secure. The Contractor will be responsible for the production of payroll files and provide them to and receive from pay centers and Investment Providers.

Abbreviations BDC - Bureau of Def. Compensation BOSP – Centralized Pay Center (Bureau of State Payrolls) CFO – Chief Financial Officer CSR – Customer Service Representative DC – Deferred Compensation DCP – Deferred Compensation Plan DRO – Domestic Relations Order DROP – Def. Retirement Option Program EPAF – Electronic PART Action Form FAC – Florida Administrative Code FRS – Florida Retirement System IP – Investment Provider IRC – Internal Revenue Code

IRS – Internal Revenue Service MRD – Minimum Required Distribution NC – Non-Centralized Pay Center OPS – Other Personnel Service PA – Plan Administrator PART – DC Plan Participant PSR – RK Plan Service Representative RA – Record Administrator RK - Record Keeper RFP – Request for Proposal SBA – State Board of Administration SOF – State of Florida SSN – Social Security Number VBS – Vendor Bid System

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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. Services and Deliverables. The Contractor agrees to render the services or other units of deliverables as set forth in the Contractor's accepted proposal responding to the Department’s Request for Proposals (RFP) for services, DFS TR RFP # 10/11-04 and its Attachments. The Contractor's performance shall be subject to all the terms, conditions, and understandings set forth in said RFP and the attachments to the RFP and PUR 1000 and 1001 incorporated by reference into the RFP, copies of which are attached hereto. (Exhibits #2 and #23) The Contractor will provide Industry Standard Deferred Compensation Plan (DCP) implementation services prior to the effective contract date. The Contractor should have the ability to host the record keeping system while the Department of Financial Services (Department) functions as the plan administrator. Investment Providers (IP) are transferring agents for their own investments. The Contractor will prepare a detailed implementation plan for the DCP outlining all the steps necessary to set up account records, create interfaces with the Bureau of Deferred Compensation , create interfaces with the IPs, establish reconciliation procedures for data, and running side-by-side systems with the current Contractor with milestone dates as to when the deliverables are to be completed. The Contractor will provide a record keeping application that accurately stores participant demographic and financial information and effectively transfers information between the BDC, IPs, centralized and non-centralized pay centers. The participant information will be used to create payroll files to be sent to and received from the pay centers and IPs. The Contractor shall convert, modify and maintain a transactional/data entry system. The system must accept daily account summary information as well as populate with the appropriate data the DCP website. There must be FTP connections using PGP software with each IP. The Contractor system must provide software to process the following transactions electronically from the BDC and IP’s including but not limited to: enrollments, deferral changes, beneficiary changes, phone numbers and address changes, e-mail address changes, name changes, (pending status) company-to-company transfer information, account balance information (total account balance with date, balance by investment option with date) and transactions (enrollments, deferral changes, phone number changes, address changes, email address changes, beneficiary changes, and transfer information). In the event of a disagreement between the Contractor and the IP’s reports and records, the Department shall reconcile such records to the reasonable satisfaction of the IP & Contractor to assure proper credit of the Compensation Deferred. Any discrepancies that cannot be resolved between the Contractor and the IP may be referred to the Department for assistance and, if so referred, the Department’s determination shall be final. 2. Delivery Schedule. The services or other units of deliverables specified in Paragraph 1 above shall be delivered or otherwise rendered on behalf of the Department in accordance with the schedule in the Contractor's accepted proposal and consistent with the RFP. The Contractor's

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performance shall be subject to all the terms, conditions, and understandings set forth in said RFP and the attachments to the RFP.

Communication (including email, telephone and fax) must be established with the Department, IPs, centralized and non-centralized pay centers by November 29, 2010. A Data Transmission Interface with the BDC, IPs, centralized and non-centralized pay centers must be established prior to December 3, 2010 The Record Keeper’s system must be operational and available to receive Sungard’s Master Files for system testing prior to December 6, 2010. Accept deliver of Sungard’s Master files and begin system integration and testing prior to December 8, 2010. Establish written procedures for website operation, maintenance, data transmissions with BDC, IP’s, and pay centers prior to December 10, 2010. A Procedures Manual, in hard copy and electronic format, must be provided to the Department prior to December 22, 2011. New record keeping system must be fully operational for side-by-side dual system testing no later than January 7, 2011. Operation and process management training for the Department and IP staffs must be completed prior to January 12, 2011. User training appropriate to RK system functionality (inquiry and data entry) for BDC and IP staffs must be completed prior to January 14, 2011.

The Contractor will be ready for User Acceptance by December 8, 2010, Initiate operation of their system in parallel with the current RK system on January 7, 2011, and fully operational no later than January 14, 2011. 3. Term of Contract: The term of the Contract is five (5) years and is subject to three one (1) year renewals. The renewal price will be a continuous of the original contract pricing set forth in the Contract price, attached hereto. No other costs for the renewal may be charged. Any renewal is subject to the same terms and conditions as the original contract and shall be contingent upon satisfactory performance evaluations by the Department and subject to the availability of funds. The Department shall have the right to unilaterally terminate or suspend the Contract, by providing the Contractor 60 calendar day’s written notice. PUR 1000 ¶ 27: Rule says: Renewals are contingent upon satisfactory performance evaluations by the agency, and must be authorized by mutual agreement in writing. … Proposers shall include the cost of any contemplated renewals in their responses, and the renewal, if any, is subject to the same terms and conditions set forth in the initial contract. (Exhibit #2)

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4. 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. (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 of Financial Services. 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, Florida Statutes, 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/aadir/interest.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 with the Department of Financial Services. 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 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 an Open End contract with invoicing after approval of the final deliverable. All other expenses must be authorized by the Department in advance. (e) Payment Processing. All charges for services rendered or for reimbursement of expenses authorized by the Department in accordance with Paragraphs 3 and 4 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 Paragraphs 1 and 2 above 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

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services and other units of deliverables to date have first been accepted in writing by the Department's contract manager. (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.

(g) Additional Services. Any activities, products or materials that would be reasonably necessary in order for RK to perform its Scope of Work are not considered Additional Services. If the Department request RK to perform Additional Services (“Task”), the Department shall submit a written request to RK for implementing the Additional Services (“Task Request”). Additional Services include only services that are outside the Scope of Work and are not necessary to accomplish the services described in the Scope of Work. A Task must be based on (1) either changes on the Assumptions pre-determined by the parties or based on changes in law; and (2) for which the RK can demonstrate they actually incurred, or reasonably anticipate incurring additional costs related to the Task in fact, assumption, or law. Upon receipt of a Task Request, RK shall examine and identify to the Department the implications of the requested Task on the technical specifications, project schedule and pricing of the Additional Services and shall submit to the Department without undue delay a written proposal (“Task Proposal”) for carrying out the Task. If the Task is to be performed on a time and materials basis, the Additional Services rates as described herein shall apply to the completion of such Services. Should RK be of the opinion that the requested Task is not to be recommended, it shall communicate its opinion to the Department but shall nevertheless carry out the Task if the Department directs it to do so. By giving RK written notice within a reasonable time, the Department shall be entitled to accept the RK’s Task Proposal for the Additional Services, to reject it or to reach another agreement with RK. If the parties agree on carrying out a Task, a written Order (“Task Order”) shall be prepared and issued under this Contract, describing the Task and its effects on the Services and any affected components of this Contract. No Task shall be performed until the proposed Additional Services have been authorized in a Task Order. If the Department requests or directs RK to perform any activities that RK believes constitute Additional Services, RK must notify the Department that it believes the requested activity is a Task Request prior to commencing the performance of the requested activities. If RK fails to so notify the Department prior to commencing performance of the requested Task, such Task shall be considered to be performed gratuitously by RK, and RK shall not have any right thereafter to assert any claim for additional compensation or time for the performance of such Task. If RK commences performance of gratuitous services outside the Scope of Work within this Contract and subsequently elects to stop performing such out-of-scope services, RK must, at the request of the Department, back out or reverse any changes resulting from such performance that would adversely affect the Project. RK is entitled to propose Additional Services to the Department, on its own initiative, if it believes this would benefit the Project. That Task Proposal for such Additional Services shall be in writing and reasonably detailed. The review and approval procedures described above in this Section shall apply to any such Proposal.

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As there may be supplemental request by the Department for Additional Services that do not fundamentally alter this contract, or require a Task Order, those expenses will be reimbursed to the RK, assuming they have been authorized through the Task Order approval process (Task Request, Task Proposal and Task Order) outlined in Article 4(g) of this contract. 5. Acceptance: All of Contractor’s Deliverables related to these services shall be submitted to the Department’s contract manager for review and approval. 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, and fifteen (15) business days for delivery of documentary deliverables such as reports and procedures. The Department reserves the right to reject deliverables as outlined in the Scope of Work as incomplete, inadequate or unacceptable due in whole or in part to Contractor’s lack of satisfactory performance under the terms of this Contract. The Department, at its option, may allow additional time within which Contractor may remedy the objections noted by the Department and the Department may, after having given Contractor a reasonable opportunity to complete, make adequate or acceptable said deliverables, including but not limited to reports, declares 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. Failure to use the appropriate technical requirements as identified in the Scope of Work will result in automatic task rejection and may not be invoiced or paid until correction of the task. Failure to complete the required duties as outlined in the Scope of Work may 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. 6. Information and Data Security and Confidentiality.

(a) Contractor, its employees, and agents shall comply with all security procedures of the Department in performance of this Contract. The Contractor shall provide immediate notice to the RA 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, Contractor shall not divulge to third parties any confidential information obtained by Contractor or its employees, or agents in the course of performing the services. Contractor shall not be required to keep confidential information that is publicly available through no fault of Contractor, material that Contractor developed independently without relying on the State’s confidential information, or information that is otherwise obtainable under state law as a public record.

Contractor recognizes that all employee information contained in Contractor's records regarding the DCP shall be proprietary to the State of Florida and agrees that neither Contractor nor any affiliate thereof shall sell, provide, or in any way disseminate such information, other than is required by this contract, without the prior written consent of the Department, which consent shall be communicated to all IPs.

Neither Contractor nor any affiliate thereof shall use any information obtained as a result of Contractor’s activities under the Plan for the purpose of soliciting business related or unrelated to the Plan without the prior written consent of the Department. A breach of Article 6(a) shall, constitute a material breach of this Contract.

(b) Loss of Data. In the event of loss of any State data or record where such loss is due to the negligence of Contractor or any of its agents, Contractor shall be responsible for recreating

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such lost data in the manner and on the schedule set by the Department at Contractor’s sole expense, in addition to any other damages the CFO may be entitled to by law or the Contract. It is prudent to anticipate and prepare for the loss of information processing capabilities. The Contractor must provide information to the Department indicating that the recovery plan has been tested and passed within the last year. The Contractor must indicate the guaranteed recovery time frame and any other impacts to the Department that may require modifications to hardware or software to facilitate this recovery.

(c) Data Protection. No Department data or information will be transferred or stored offshore or out of the United States of America. All computer 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 Contractor. The Contractor 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. Access to Department data shall only be available to approve and authorized staff, including remote/offshore personnel, that have a legitimate business need. If that need changes, then access shall be removed promptly. Contractor shall encrypt all data transmissions. 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. Contractor agrees to protect, indemnify, defend and hold harmless the CFO from and against any and all costs, claims, demands, damages, losses and liabilities arising from or in any way related to Contractor’s breach of data security or the negligent acts or omissions of Contractor related to this subsection. All employees or agents performing work under the Contract must comply with all security and administrative requirements of the Department. The Contractor shall not divulge to third parties any confidential information obtained by the Contractor or its agents, distributors, resellers, officers or employees in the course of performing Contract work, including, but not limited to, security procedures, business operations information, or commercial proprietary information in the possession of the State or the Department. The Contractor shall furnish, at no cost to the Department, on-line computer access to all its records for terminals located in the BDC/RA for inquiry of PART records. PART record systems should be user friendly and thoroughly explained in the Procedures Manual. 7. 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 Contractor and the amount of such Insurance shall be the minimum limits as follows, unless otherwise approved by the Contract Managers:

(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.

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(c) Insuring clause for both bodily injury and property damage shall be amended to provide coverage on an occurrence basis. (d) Workers’ compensation and employer’s liability insurance covering all employees engaged in any Contract work, in accordance with Chapter 440 of the Florida Statutes.

Maintain errors and omissions insurance with a reputable insurance company and with limits of not less than $5,000,000 per occurrence. Such insurance shall be obtained from an insurance company acceptable to the Department, which approval shall not be unreasonably withheld, and not be subject to cancellation by the insurers without thirty (30) days prior written notice to Department. Upon the reasonable request of Department, Contractor shall furnish Customer with a certificate of insurance. Maintenance of insurance as specified in this Contract shall in no way be interpreted as relieving Contractor of any of its responsibilities under this Contract, and Contractor may carry, at its own expense, such additional insurance as it deems necessary, including self-insurance.

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. No deductible will be paid by the Department. 7.1 Performance Bond Contractor shall furnish to the Department a $600,000 Performance Bond written by an insurance company having a certificate of authority to do business within the State of Florida and approved by the Department guaranteeing the performance by Contractor hereunder, such Performance Bond to contain such terms, provisions and conditions as the Department shall reasonably require and shall name the Chief Financial Officer as an additional name insured. 7.2 Fidelity Bond Contractor shall at all times maintain a Fidelity Bond covering computer crime in an amount not less than Two Million Dollars ($2,000,000.00) written by an authorized insurer approved by the Florida Department of Financial Services providing coverage against intentional acts as well as negligent acts or omissions in connection with its activities under this agreement and shall name the Chief Financial Officer as an additional name insured. If the bond has a deductible, the Department is not responsible for paying the deductible.

8. Termination. (a) The Department may, in its sole discretion, terminate the Contract at any time by giving 30 calendar days written notice to the Contractor. The Contractor will provide the information and services stated in this RFP. In the event that the Department elects not to renew its contract at the end of its term or extension, or otherwise terminates the contract for cause, default, or insolvency, the Contractor agrees to cooperate in the transition to the subsequent Contractor. The Contractor will provide the documents and computer files described in this RFP and generally assist the subsequent Contractor and the Department in learning the content of such documents

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and files, or will assist otherwise as mutually agreed upon between the Contractor and the Department. The Contractor will have no written, electronic, or telephone contact with PARTs except as authorized by the Department.

(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 CFO for any fees or expenses that the Department may incur in securing a substitute provider to assume completion of those services.

(c) As provided in section 287.058, Florida Statutes, 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, Florida Statutes, 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, Florida Statutes, 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 as pursuant to section 119.07, Florida Statutes.

(d) 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. The Contractor agrees to provide, for up to six (6) months after termination or until the subsequent Contractor is fully operational, whichever occurs first, all reasonable termination assistance requested by the Department to facilitate the orderly transfer of such services to the Department or its designees. Such termination assistance shall be at no additional charge to the Department if the termination is due to Contractor default and otherwise shall not exceed software maintenance rates.

(e) 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 Scope 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. If the default or breach is not cured within 60 calendar days after written notice is given to the Contractor specifying the nature of the alleged default or breach, then the CFO, 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. 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.

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(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 30 calendar

days unless within the specified 60 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:

(1) Entry of an order for relief under Title 11 of the United States Code; (2) The making by the Contractor of a general assignment for the benefit of creditors; (3) The appointment of a general receiver or trustee in bankruptcy of the Contractor’s business or property;

(4) An action by the Contractor under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation;

(5) 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.

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. 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. (Exhibit #2)

(b) The Contractor’s maximum liability for any damages, regardless of form of action, shall in no event exceed $600,000 for the relevant products or services giving rise to the liability, prorated over a three year term from the installation of products or the date of performance of the applicable services.

(c) Contractor shall pay the CFO liquidated damages in the amount of Six Hundred Thousand Dollars ($600,000.00) to compensate for re-procurement costs in the event Department terminates this Agreement.

(d) Upon termination, Department shall take commercially reasonable actions to mitigate

and limit any potential damages. If as a result of mitigation of damages by Department, Contractor or otherwise, the actual cost of re-procurement is less than $600,000, Department shall refund the difference between $600,000 and the actual cost of re-procurement. For purposes hereof, “cost of re-procurement” shall mean both the reasonably incurred administrative costs associated with the re-procurement process and the increase in the cost of services resulting from

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the use of an alternative Contractor for the record keeping services required to be provided by Contractor hereunder.

(e) Under the following circumstances Contractor shall pay the Department actual damages

up to the limits allowable under section 9 above: (i) Termination because Contractor in the performance of duties under this

Contract, commits a felony, gross negligence, or computer crime, or engages in willful misconduct or fraud,

(ii) Termination because of breach by Contractor of Article 8 (e). (f) Contractor shall indemnify and hold harmless the CFO, RA, PA, SOF, and its

employees from and against all third party liability, costs, or expenses, which the CFO, RA, PA, SOF, or its employees has incurred or sustained resulting from death or bodily injury to any person or damages to any tangible property (excluding data contained on tapes or other media) caused by the negligence or intentional misconduct of Contractor; or caused by the gross negligence or intentional misconduct of Contractor.

(g) Limitations of Liability (i) Contractor’s total liability under this agreement, except as specified herein, shall

under no circumstances exceed $600,000. under no circumstances shall Contractor (or any of its affiliates providing services under this agreement) be liable to the Department for lost revenues, lost profits, loss of business, trading losses or any incidental, indirect, exemplary, consequential, special or punitive damages of any kind, including such damages arising from any breach of this agreement or any termination of this agreement, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise and whether or not foreseeable, even if Contractor has been advised or was aware of the possibility of such loss or damages. Under no circumstances shall any person or entity not a party to this Contract be considered a third party beneficiary of this Contract or otherwise entitled to any rights or remedies against either party arising under this Contract.

(ii) Contractor shall not be liable for any error or omission resulting, directly or indirectly, from failure by the CFO or their agents to properly perform any of its responsibilities specified under this Contract, even if such failure is due to a change in law which prevents such party from performing.

(iii) In the event of a breach of warranties by the Contractor; the CFO’s sole remedy, and the Contractor’s sole obligation, will be for the Contractor to comply with such warranties.

11. Damages for Delay. Contractor acknowledges that its failure to meet an agreed upon deadline for delivery of services will damage the Department but that by their nature such damages are impossible to ascertain presently and will be difficult to ascertain in the future. Accordingly, the parties agree upon a reasonable amount of liquidated damages which are not intended to be a penalty and are solely intended to compensate for unknown and unascertainable damages. Accordingly liquidated damages shall be assessed on the Contractor for $1,000.00 per calendar day for each day the Contractor fails to complete agreed upon work after expiration of the time allowed by the Contract, subject to the force majeure provisions of the Contract. Allowing completion after the time allowed shall not act as a waiver of liquidated damages.

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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.

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. If this Contract is terminated or not renewed for any reason, all data used by the Contractor in the fulfillment of record keeping responsibilities must be transferred to the State within thirty (30) calendar days.

Contractor shall provide access to the Department upon request to all back-up source material, reports, books, records, computer programs, and all other information and as many copies of the documentation as needed for its own use relating to the Plan so that the Department, and its designated officers, agents, accountants and legislative auditors can conduct a financial examination and/or audit of the Plan.

Escrow of Source Code. Contractor warrants that the source code for the record keeping system software, together with related documentation as it is or becomes available, has been deposited in an escrow account maintained at _______________Inc. located at _______________ (the "Escrow Agent"), pursuant to an agreement between the Escrow Agent and Contractor, (the "Escrow Agreement"). Contractor will from time to time deposit into the escrow account copies of source code for releases and versions of the software and related documentation. Contractor or Contractor’s trustee in bankruptcy shall authorize the Escrow Agent to make and release a copy of the applicable deposited materials to Licensee upon the occurrence of any of the events of default.

13. Contract Modification. This Contract may be amended only by a written agreement between both parties subject to the provisions of Chapter 287, Florida Statutes. 14. Nonexclusive Contract. This procurement will not result in an exclusive license to provide the services described in the RFP 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.

a) 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, or consultant under a contract with any public entity, and may not transact business with any public entity pursuant to limitations under Chapter 287, Florida Statutes.

b) In the event any dispute shall arise between the parties concerning this Contract or the

interpretation thereof, it is hereby agreed that such dispute shall be submitted for arbitration pursuant to Chapter 682, Florida Statutes, the Florida Arbitration Code. In any such proceeding for arbitration, discovery shall be available in accordance with the Florida Rules of Civil Procedure. In the event the dispute involves any third (3rd) party, consolidated arbitration, shall be available upon agreement by all parties.

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c) In any such dispute submitted for arbitration there shall be three (3) arbitrators. Each of the parties hereto shall have the right to name one (1) arbitrator each and the third (3rd) arbitrator shall be selected by mutual agreement by the two (2) arbitrators named by the parties. All three (3) arbitrators shall be qualified as such and recognized by an appropriate Court or association.

d) Each party shall bear its own costs of arbitration. e) This section, shall not apply to any administrative action or administrative proceeding

brought by the Department of Financial Services and CFO pursuant to Section 112.215 and Chapter 120, Florida Statutes or Rule Chapter 69C-6, Florida Administrative Code. In the event of such administrative action or administrative proceeding, the provisions of Chapter 120, as well as Rule Chapters 69C-6, 221 and 28, as applicable, shall control. 16. Compliance with Federal, State and Local Laws. 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. 17. 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 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, Florida Statutes, except that pursuant to the requirements of section 287.058(6), Florida Statutes, 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

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may refuse access to or require replacement of any Contractor employee, 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. (g) The respective obligations of the parties, which by their 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. (h) The Contractor hereby agrees to protect, indemnify, defend and hold harmless the CFO 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. (i) The CFO 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. (j) 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.

18. 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.

19. Contract Administration. (a) The Department’s Contract Manager is ___________ located at ____ . Send invoices to _______. (b) The Contractor’s Contract Manager is _____________ located at _____. (c) All written and verbal approvals referenced in this Contract must be obtained from the parties' Contract Managers designated in this Section or designees. 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 or receipt.

IN WITNESS WHEREOF, the Department of Financial Services and _____, by their duly authorized representatives, have signed this Contract. ______________________________ _______________________________ Contractor Representative: Department of Financial Services Title: Chief of Staff or Designee Date: __________________________ Date: __________________________

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Attachment E CLIENT REFERENCES

The Proposer must list four (4) separate and verifiable clients of the Proposer's firm. The Clients shall be listed on this form. Any information not submitted on this form shall not be considered. The clients listed shall be for services similar in nature to that described in this solicitation. Information on each client must be provided on this page: 1. __________________________________________________________________ Name ________________________________________________________________________ Address ________________________________________________________________________ City State Zip Code ________________________________________________________________________ Phone Number Extension ________________________________________________________________________ Contact Person Title 2. ______________________________________________________________________ Name ________________________________________________________________________ Address ________________________________________________________________________ City State Zip Code ________________________________________________________________________ Phone Number Extension _______________________________________________________________________ Contact Person Title 3.________________________________________________________________ Name _________________________________________________________________ Address _________________________________________________________________ City State Zip Code _________________________________________________________________ Phone Number Extension _________________________________________________________________ Contact Person Title 4. _________________________________________________________________ Name ___________________________________________________________________ Address ___________________________________________________________________ City State Zip Code ___________________________________________________________________ Phone Number Extension ___________________________________________________________________ Contact Person Title I authorize the Department to contact these references. ____________________________ Proposer Signature

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CONFLICT OF INTEREST CERTIFICATION

Company or Entity Name ________________________________

For the purpose of participating in the Request for Proposals process and complying with the provisions of Chapter 112, Florida Statutes, and section 287.075 Florida Statutes (F.S.) the undersigned corporate officer states as follows:

Proposer (check the applicable block) certifies one or more of the following:

_____A. The persons listed below are current State employees who own an interest of five percent (5%) or more in the company/entity named above:

_________________________________ ___________________________________

_________________________________ ___________________________________

_________________________________ ___________________________________

_____B. To the best of its knowledge, the Proposer or its employees, agents, or subcontractors, have not knowingly participated, through decision, approval, disapproval, or preparation of any part of a purchase request, investigation, or audit, in the procurement of commodities or contractual services by a state agency from an entity in which the contractor, or its employees, agents, or subcontractors, has a material interest, in accordance with section 287.075, F.S. According to section 112.312 (15), F.S., material interest means “more than 5 percent of the total assets”. Agent means any other entity or person acting on behalf of a Proposer.

The above information is true and correct to the best of my knowledge. Signed on this day of

__________________, 20__.

_________________________________

Signature

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