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State of Florida Department of Financial Services

Request for Proposal DFS (TR) RFP 13/14-01

Social Security Alternative Retirement Income Security Program for Other Personal Service

Employees

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

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

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TABLE OF CONTENTS

SECTION 1:  INTRODUCTORY SECTION ..............................................................................4 1.1  Purpose and Solicitation Objective .................................................................................. 4 1.2  Contact Information ......................................................................................................... 6 1.3  Special Accommodations ................................................................................................ 6 1.4  Purchasing Instructions and General Conditions ............................................................. 6 

SECTION 2: RFP PROCESS .......................................................................................................7 2.1  General Overview of the RFP Process ............................................................................ 7 2.2  Timetable ......................................................................................................................... 7 2.3  Proposer’s Conference .................................................................................................... 8 2.4  Addenda to the RFP ........................................................................................................ 9 2.5  Contract Formation .......................................................................................................... 9 2.6  Disclosure of Response Contents.................................................................................... 9 2.7  Withdrawal of Response .................................................................................................. 9 2.8  Diversity ........................................................................................................................... 9 2.9  Solicitation Documents and Attachments ...................................................................... 10 

SECTION 3: SERVICE SPECIFICATIONS AND SCOPE OF WORK ...................................10 3.1  Overview ........................................................................................................................ 10 3.2  Current System Functionality ......................................................................................... 11 3.3  Contractor Qualifications ............................................................................................... 11 3.4  Service Specifications and Scope of Work .................................................................... 11 3.5  Glossary of Terms.......................................................................................................... 11 

SECTION 4: INSTRUCTIONS TO PROPOSERS ....................................................................13 4.1  Technical Proposal Contents ......................................................................................... 14 4.2  Pricing/Cost Proposal .................................................................................................... 21 4.3  Submission Instructions ................................................................................................. 21 

SECTION 5: EVALUATION PROCESS AND SELECTION METHODOLOGY ..................24 5.1  Evaluation Team ............................................................................................................ 24 5.2  Determination of Conformance ...................................................................................... 24 5.3  Basis of Award ............................................................................................................... 24 5.4  Cost/Price Response Evaluation ................................................................................... 25 5.5  Response Evaluation ..................................................................................................... 25 5.6  Price/Cost Proposal-Attachment A ................................................................................ 26 5.7  Evaluation Criteria ......................................................................................................... 26 5.8  Contract ......................................................................................................................... 29 

SECTION: 6 ADDITIONAL CONTRACT TERMS .................................................................29 

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6.1  Initial Contract Term and Renewal Options ................................................................... 29 6.2  Events of Default ........................................................................................................... 29 6.3  Exit Transition ................................................................................................................ 30 6.4  Exit Transition Services ................................................................................................. 30 6.5  Public Record notice for the Solicitation Respondents .................................................. 31 6.6  Modification of Terms..................................................................................................... 33 6.7  MyFloridaMarketPlace ................................................................................................... 33 6.8  Employment Eligibility Verification ................................................................................. 33 6.9  Limitation of Liability....................................................................................................... 34 6.10  Duty of Continuing Disclosure of Legal Proceedings During the Solicitation Process ... 35 6.11  Reservations .................................................................................................................. 35 6.12  Liquidated Damages ...................................................................................................... 35 6.14 Information and Data Security and Confidentiality .......................................................... 36 6.15  No Advertising or Endorsements ................................................................................... 38 6.16  Export Control ................................................................................................................ 38 6.17  Conflict of Interest .......................................................................................................... 39 6.18  Functional Equivalents and Substitutions ...................................................................... 39 6.19  Scrutinized Companies Notice to Respondents ............................................................. 39 6.20  Force Majeure ................................................................................................................ 39 

Attachments A – Cost/Price Proposal

Renewal Cost/Price Proposal B – Service Specifications and Scope of Work C – Vendor Certification Regarding Scrutinized Companies List D – Identical Tie Response Certification E – Standard Contract F – Client References G – Technical Specification Questionnaire

EXHIBIT 1 –Investment Policy EXHIBIT 2 –Deferred Compensation Settlement Check Procedures

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SECTION 1: INTRODUCTORY SECTION 1.1 Purpose and Solicitation Objective The Department of Financial Services (“Department”) would like to obtain competitive sealed bids from qualified vendors (“Proposer”).

The Department of Financial Services (“Department”) is seeking to contract with one full service Vendor for the purpose of soliciting replies for providing full administrative and investment services for the State of Florida’s Internal Revenue Code 401(a) Social Security Alternative Retirement Income Security Program for Other Personnel Services Employees Program. The Alternative Retirement Income Security Program under the provisions of Section 3121(b)(7)(F) of the Internal Revenue Code is for eligible temporary and seasonal employees of the state who are compensated from appropriations for Other Personal Service (OPS) Employees. The program replaces the 7.5% contribution to Social Security. Florida Statutes eliminated the State of Florida from matching the 7.5% to Social Security and has allowed the State of Florida to save approximately $11 million in 2011 and $12 million in 2012. Other Personal Service (OPS) Employees do not contribute to Social Security. The respondent will provide and administer this program without any administrative charges to the State of Florida or plan participants. Fee exceptions will be investment fund management expenses and they will be reasonable and competitive. The Contractor will pay the Department $45,000 annually to manage the contract relationship. The program values the participant/government employee by providing them with the most efficient investment service provider with the most competitive costs in the industry. Pursuant to the provisions of the Internal Revenue Code Section 401(a), this will be a qualified plan so that the employees' mandatory 7.5% contributions are made on a pretax basis. The respondent will coordinate with the Bureau of State Payroll (BOSP) in the collection and reconciliation of monies contributed to the plan by the Other Personal Service (OPS) Employees. The Employer, State of Florida does not contribute to the plan. 1.1.1 Pursuant to Section 110.1315, Florida Statutes and Rule 60L-33.005 Florida Administrative Code, the State of Florida Department of Financial Services (“Department”) seeks Responses to this Request for Proposal (RFP) from qualified vendors (“Respondent”) interested in providing services for this Program. 1.1.2 Summary of Program Features

Type of Program Internal Revenue Code Section 401(a). Contributions

Made by Other Personnel Service Employees (OPS) 7.5% of salary. No Employer contributions.

Participant Directed

Yes, participants choose how they would like their contributions to the 401(a) plan invested. The Qualified Default Investment Alternative (QDIA) fund will be one of: Target Date Funds, a

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guarantee of principal plus interest fund or a stable value fund. Investment Options/Products

A selection of diversified investment products in conformance with Exhibit 1.

Customer Service

The respondent will provide ongoing plan orientation, education and enrollment to newly hired OPS employees. Orientation may be done in person or through electronic mechanisms, provided the employee has access to discuss verbally via a toll-free number, dedicated Website and/or in person by appointment. In addition, the respondent will provide customer services so that OPS employees have access to information about the status of their accounts and responses to questions they may have about the plan and their options for investment, rollovers, and distribution of funds. There will not be Customer Service for participants offered by the State office.

Vesting Participants are 100% vested on the first day of employment. Forfeitures None.

Participant Statements

At least annually, produced by the respondent (may be offered online at the Participant’s request). Also a communication letter of plan explanation and information must be included with each statement.

Required Plan Provisions

Plan Year-Begins each July 1st for a 12 month period and ends June 30th or a plan year agreed upon by the Department and the Contractor. Compensation- Wages, tips and other compensation on Form W-2. Compensation shall be based on the Plan Year that does not exceed annual limitations as defined by 401(a) guidelines. Normal Retirement Age- Age 65. Early retirement age permitted any time after reaching age 55. Eligible Class of Employees- Employees of the State that are not permitted to participate in one of the State’s retirement plans. Employees are defined in Section 110.131, Florida Statutes. Loans-Not permitted. Domestic Relations Orders-Not permitted.

Minimum Required Distributions

Payouts may be deferred until the Required Minimum Distribution date, as provided in Section 401(a), Internal Revenue Code.

Rollovers (In & Out)

Direct rollovers to the plan are accepted and direct roll outs to eligible plans are permitted.

Payout Options Lump sum, partial lump sum, periodic payments, and annuities (but not limited to).

Plan Document

The Department intends to enter into an adoption agreement to utilize a plan document that complies with all applicable state and federal laws applicable to 401(a) plans. The adoption agreement must conform to all requirements stated in the Contract entered into

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1.2 Contact Information 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: Michelle McBride, Purchasing Services 200 E. Gaines Street, Larson Building Tallahassee, FL 32399-0317 Fax: (850) 487-2389 Email: michelle.mcbride@myfloridacfo.com Between the release of the solicitation and the end of the 72-hour period following the agency posting of the notice of intended award, excluding Saturdays, Sundays, and state holidays, Proposers to this solicitation or persons acting on their behalf shall not contact any employee or officer of the executive or legislative branch concerning any aspect of this solicitation, except in writing to the Purchasing Agent as provided in the solicitation documents. Violation of this provision may be grounds for rejecting a Proposal. Willful violation of the requirements of this subsection shall result in elimination of the offending entity from consideration for award of contract under this RFP. The Department cannot 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://myflorida.com/apps/vbs/vbs_www.main_menu (modifies PUR 1001 ¶5). 1.3 Special Accommodations Any person requiring a special accommodation due to a disability should contact the Department’s Purchasing Agent as identified in Section 1.2 of this RFP. Requests for accommodation for meetings must be made at least five (5) workdays prior to the meeting. 1.4 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 are attached or available online at http://dms.myflorida.com/business_operations/state_purchasing/documents_forms_references_resources/purchasing_forms. The requirements of this RFP including the attached contract form shall be considered special conditions or special instructions for purposes of superseding the provisions of PUR 1000 and PUR 1001 in compliance with Rule 60A-1.002(7), F.A.C. Inapplicable Provisions of PUR 1000 General Conditions. The following provisions found in the PUR 1000, attached in the VBS, are not applicable to this RFP:

between the Department and Contractor. De Minimus Cash out Clause

Yes, balances under $1,000 and participant has separated from service.

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Section 2. Purchase Orders Section 4. Price Changes Applicable only to Term Contracts, is hereby amended to remove subsection (b), Best Pricing Offer Section 27. Purchase Order Duration SECTION 2: RFP PROCESS 2.1 General Overview of the RFP Process The RFP is a method of competitively soliciting a commodity or contractual service under Chapter 287, F. S. The Department posts an RFP on the Vendor Bid System (VBS) to initiate the process. The RFP will initially be posted where Vendors can view and download all information. Vendors can submit formal questions in writing to the Purchasing Agent by the date listed in the timeline of events below. Once the Department posts the answers to the questions, Vendors may begin submitting Responses as indicated in Section 4.3. Submission earlier than 10 days before the Responses are due is not recommended since the Department may post additional addenda. Responses must be submitted by the deadline listed in the timeline of events below. The Department will open the Responses in a public meeting. Prices will not be read at the RFP Opening.

Responses must satisfy certain mandatory minimum requirements in order to proceed into the detailed evaluation phase. All Proposals will be reviewed for compliance with these mandatory minimum requirements. Evaluators will verify that all mandatory technical requirements are met and addressed. Responses that meet these requirements will be accepted into a detailed evaluation phase. During the Evaluation Phase, the Department will evaluate all responsive and responsible Responses against the evaluation criteria set forth in this RFP. The Department will then post a notice of intent to award on the VBS. 2.2 Timetable The following schedule will be strictly adhered to in all actions for this solicitation:

Timeline of Events Event Time

Eastern Time (ET)

Event Date

RFP posted on the Vendor Bid System (VBS) ET August 8, 2013

A pre-submission conference will be held at 1801 Hermitage Blvd., Tallahassee, Florida. Conference attendance for Respondents is mandatory.

ET August 20,

2013 1:00PM

Deadline to submit questions to Department of Financial Services Purchasing Agent.

ET August 26,

2013

Department’s anticipated posting date for answers to Respondents’ questions on Vendor Bid System.

ET August 29,

2013

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A vendor who holds the existing contract for substantially the same or functionally equivalent services or products (incumbent vendor) or a vendor who develops a program for implementation according to Section 287.057 (17), F.S., must, prior to an agency issuance of a solicitation or if discovered after solicitation posting, before solicitation response to Questionsi provide a mitigation plan and provide all documentation supporting a non-proprietary description of the functional equivalence of the technical and service requirements for migrating to the technical functionality of this solicitation to a new provider. The purpose of this requirement for the incumbent who seeks to respond to this solicitation is to (1) to ensure that prospective Respondents have access to information necessary to respond to the solicitation without an unfair competitive disadvantage, and (2) because mitigation of an unfair competitive disadvantage is mandated by Section 287.057(17), F.S. If such documentation is not provided prior to the due date for solicitation response to questions to be posted, such vendor’s solicitation response, if competing, may be deemed nonconforming or the Department may subtract evaluation points from the evaluation of the incumbent vendor’s response for failure to provide timely migration functionality documentation The Department has issued this solicitation as an RFP as there will be no negotiations. It is required that each respondent submit its best and final offer in its response.

The Department reserves the right to make adjustments to this schedule and will notify participants 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. Proposers should provide contact information on the Proposer’s main point of contact to the Purchasing Agent. The Department reserves the right to issue addenda to the RFP. Notice of any addenda will be posted within the Vendor Bid System (VBS). Such notice, if required, will contain the appropriate details for identifying and/or reviewing the formal changes to the RFP. Each Proposer is responsible for monitoring the site for new or changing information concerning this RFP. 2.3 Proposer’s Conference There will be a Mandatory pre-submission conference. If the qualified proposer does not send a representative to the mandatory pre-submission presentation they will be deemed non- responsive. The pre-submission conference will give the proposer the opportunity to ask

Deadline to submit responses and all required documents to the Department.

ET

September 6, 2013

Response opening. Purchasing Office, 200 East Gaines Street, Larson Building, Tallahassee, FL 32399-0317.

ET

September 6, 2013 at

3:00PM ET

Anticipated date to post Notice of Intent to Award. ET

September 25, 2013

Contract anticipated start date. ET

November 1, 2013

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questions related to this RFP. Vendors that attend the pre-submission conference are not required to submit a proposal. 2.4 Addenda to the RFP The Department reserves the right to modify this RFP by issuing addenda. Addenda will be posted on VBS. It is the Respondent’s responsibility to check for any changes. 2.5 Contract Formation The Department will enter into a Contract with the selected Respondent. The Department objects to and shall not consider any additional terms or conditions submitted by a Respondent, including any appearing in documents attached as part of a Respondent’s Response. In submitting a Response, a Respondent agrees that any additional terms or conditions, whether submitted intentionally or inadvertently, shall have no force or effect. If there are any perceived inconsistencies among any of the provisions of the RFP and its attachments, Respondents shall bring these inconsistencies to the attention of the Department prior to the submission of the Response. The Department will coordinate a contract for signature, substantially in the form attached as Attachment E, with only such non-substantive changes therein as shall be necessary to the orderly administration of the contract, between the Department and successful Respondent, who will be the Contractor, that incorporates this solicitation and the Respondent’s Price Response as soon as possible after the posting of the notice of award. The Contract, Attachment E, after execution by the parties, will take precedence over the RFP document. The contract that results from this solicitation will be posted on the Internet (FACTS) according to the state’s Transparency Act. The Department is not bound to enter into a contract with the winning Respondent unless the Department determines that the Response contains conditions and price that it considers fair, competitive, and reasonable. 2.6 Disclosure of Response Contents All documentation produced as part of the RFP will become the exclusive property of the Department and will not be returned to the Respondent, at the Respondent’s expense, unless it is withdrawn prior to the Response opening in accordance with Section 2.7 (Withdrawal of Response). 2.7 Withdrawal of Response Respondents may modify a Response, at the Respondent’s expense, at any time prior to the Response due date. The Respondent must contact the Purchasing Agent/Procurement Officer in writing via e-mail requesting that the Response be withdrawn in its entirety and, if applicable, indicate that that a modified Response is forthcoming. The modified Response must be received prior to the Response due date. 2.8 Diversity The Department is dedicated to fostering the continued development and economic growth of small, minority-, veteran-, and women-owned businesses. Participation of a diverse group of Respondents doing business with the State is central to the Department’s effort. To this end, small, minority-, veteran-, and women-owned business enterprises are encouraged to

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participate in the State’s procurement process as both prime Respondents and subcontractors under prime contracts. 2.9 Solicitation Documents and Attachments The provisions of this solicitation, including the RFP and all its attachments, shall be read as a whole. In case of conflict between provisions, provisions shall have the order of precedence listed below, where the top listed item has the highest precedence: The Contract (Attachment E to the RFP) Statement of Work Sections and Minimum Mandatory Requirements of the RFP. Other Attachments to the RFP (final pricing and other Exhibits to the Contract will be identified as Contract exhibits; remaining attachments are for evaluation and will not become part of the Contract) Instructions to Respondents (PUR 1001) General Conditions (PUR 1000) 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 a formal question prior to the submission of a Proposal. The Contract, Attachment E, after execution by the parties, will take precedence over the solicitation document. The Contract that results from this solicitation will be posted on the Internet according to the state’s Transparency Act. 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 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 acquiesced to such term or condition. Failure to comply with terms and conditions of the RFP, including those specifying information that must be submitted with a Proposal, shall be grounds for rejecting a Proposal. [Modifies PUR 1001 ¶4]

SECTION 3: SERVICE SPECIFICATIONS AND SCOPE OF WORK 3.1 Overview The Department is soliciting replies from respondents offering investment products and administrative services for the Internal Revenue Code 401(a), as described in Section 110.1315, Florida Statutes. The primary service required of a respondent will be to provide investment services to OPS Employees. Assume responsibility for complying with IRS regulations pertaining to such plans and any relevant State of Florida requirements, during and after implementation. Other services include accepting and investing payrolls and other off- cycle payments, employee enrollment, communications, offering an industry standard 401(a) record keeping system, participant annual statements, a dedicated website, customer service and phone representatives, and all other aspects of plan administration for the FICA Plan. The contract services are expected to begin November 2013 and run through October 2017.

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3.2 Current System Functionality Effective July 2, 1991, Congress made Social Security coverage mandatory (with certain exceptions) for state and local government employees who are not covered by a Section 218 agreement and who are not qualified participants in a public retirement system. Since that time, OPS employees have been covered by Social Security except for cases where the law allows exemption. However, federal provisions allow states to provide mandatorily covered OPS employees with membership in a public retirement system as an alternative to mandatory Social Security coverage. By the enactment of Section 110.1315, Florida Statutes, the Florida Legislature has authorized the State of Florida, through the Department, to establish an Alternative Retirement Income Security Program for OPS employees. The contract is for an Alternative Retirement Income Security Program under the provisions of Section 3121(b)(7)(F) of the Internal Revenue Code for eligible temporary and seasonal employees of the state who are compensated from appropriations for OPS Employees. As of December 31, 2012, there were approximately 12,000 OPS employees. Each payroll has an average contribution of $500,000. The respondent will receive six payroll files and contributions for the participants monthly. The OPS Program assets as of December 31, 2012 were 22.5 million dollars. 3.3 Contractor Qualifications The Contractor shall have experience providing the services described herein within the State of Florida, and shall have established policies and procedures for providing services.

3.4 Service Specifications and Scope of Work The general terms and conditions included in ATTACHMENT E Standard Contract, and State of Florida Form PUR 1000 General Conditions, incorporated herein by reference, shall be incorporated into the terms and conditions of the Contract.

The Department’s minimum required Contract service provisions are described in ATTACHMENT B Service Specifications and Scope of Work which will be included in the terms and conditions of the Contract, except where modified and agreed to in writing by the Department and the selected Proposer. 3.5 Glossary of Terms 3.5.1 “BOSP” means Bureau of State Payrolls, under the Florida Department of Financial Services-Administrator of the State Payroll System which produces State Employee payrolls and is responsible for Federal Tax Reporting. 3.5.2 “Bureau” means the Bureau of Deferred Compensation within the Florida Department of Financial Services. The Bureau of Deferred Compensation is responsible for administering the Social Security Alternative Retirement Income Security Program for Other Personal Services Employees established under Section 110.1315, Florida Statutes. 3.5.3 “Business days” include Monday through Friday, inclusive, except for holidays declared and observed by the state government of Florida. 3.5.4 “Business hours” means 8AM to 5 PM ET, on all business days. “Day” means business day (defined as the Department’s normal working hours) unless otherwise described.

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3.5.5 “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. 3.5.6 “CMDV” means the Bureau of State Payrolls Consolidated Miscellaneous Deduction Vendor secured website. 3.5.7 “Contract,” unless indicated otherwise, refers to the contract that will be awarded to successful Proposers under this RFP. 3.5.8 “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. This may also be referred to as “Provider”, “Respondent”. 3.5.9 “Department” means the Department of Financial Services, or Chief Financial Officer. Terms may be used interchangeably. This may also be referred to as “Customer” or “DFS”. 3.5.10 “FACTS” means Florida Accountability Contact Tracking System. 3.5.11 “FICA Plan” refers to the Social Security Alternative Retirement Income Security Program for Other Personal Services Employees under the provisions of Section 3121(b)(7)(F) of the Internal Revenue Code, F.A.C, pursuant to Section 110.1315, Florida Statutes. 3.5.12 “IRS” means Internal Revenue Service. 3.5.13 “MFMP” means MyFloridaMarketPlace in which the respondent must be registered. 3.5.14 “Minimum 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 minimum mandatory requirements will cause rejection of the proposal or termination of a contract. 3.5.15 “OPS” means Temporary and Seasonal Employees of the state who are compensated from appropriations for Other Personal Service. 3.5.16 “Participant” or “Plan Participant” means eligible Other Personal Services (OPS) Employees. 3.5.17 “People First System” means the human resource information system (HRIS) used by the State of Florida Agencies. 3.5.18 “Plan Administrator” is the person within the Department responsible for the overall operation of the Social Security Alternative Retirement Income Security Program for Other Personal Services Employees. This term is interchangeable with “Administrator.” 3.5.19 “Program” means activities conducted for purposes of the Social Security Alternative Retirement Income Security Program for Other Personal Services Employees. 3.5.20 “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. 3.5.21 “QDIA” Means Qualified Default Investment Alternative. 3.5.22 “Reply” means a Vendor’s submission in response to this RFP. 3.5.23 “Representative” or “Specialist” means a qualified employee of the approved Respondent who provides service for the Social Security Alternative Retirement Income Security Program for Other Personal Services Employees products to employees mandated to participate in the Plan.

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3.5.24 “RFP” refers to this Request for Proposals and includes attachments to this Request for Proposals unless stated otherwise. 3.5.25 “Team” means the Committee selected by the Department to evaluate and rank the Responses to the RFP. 3.5.26 “Technical Reply” is the portion of the Reply that does not include cost information. 3.5.27 “Vendor Bid System" and “VBS” refers to the State of Florida internet-based vendor information system at http://myflorida.com/apps/vbs/vbs_www.main_menu. SECTION 4: INSTRUCTIONS TO PROPOSERS The Department is not liable for any cost incurred by a Vendor in responding to this solicitation. The Vendor is required to examine carefully the contents of the solicitation and be thoroughly informed regarding all of its requirements.

A. No negotiations, decisions, or actions shall be initiated or executed by the bidder as a

result of any discussions in reference to the RFP with any Department employees. Only communications which are in writing from the Department in reference to this Request for Proposal may be considered as duly authorized communications on behalf of the Department. The Respondent shall not engage in any lobbying efforts or other attempts to influence the Department or the evaluation team, in an effort to be selected. The selection period shall begin according to the Timetable in Section 2.2.

B. The Department reserves the right to reject any and all Replies or to waive minor

discrepancies if it is in the State’s best interest to do so. The Department may, by written notice, revise and amend the solicitation before the due date for the Replies.

C. Any provisions of Section 3 above and Attachment B that are inconsistent with the provisions of PUR Form 1001 hereby incorporated in this Part III as Special Conditions, shall supersede the provisions of PUR Form 1001.

D. The Vendor shall not be permitted to have a serious deficiency in regulatory compliance or be subject to any circumstance which undermines public confidence in the Vendor. Within the Reply, each Respondent shall provide a statement fully describing any investigatory or regulatory action which has been undertaken and/or filed against it or any of its affiliates or subcontractors that will be involved with performing any duties or responsibilities contemplated by this RFP, within the last five years. The statement shall also include a description of any litigation filed against it, or such affiliates or subcontractors. If an action has been filed, the Respondent shall identify the court, tribunal, or agency before which the action was instituted, together with the case or file number, and its status or disposition. If no such action has been taken, the Respondent shall so state. A regulatory investigation, dispute, action, or other litigation shall be a basis for rejection of a Reply, if the Department determines that such a circumstance would do any of the following:

1. pose any risk that the Vendor may be compromised in its ability to perform the services sought in this RFP

2. tend to undermine the public trust

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3. cause a lack of confidence in the propriety of the Respondent 4. result in a perceived detriment to the State or to Plan Participants,

E. Compliance with the provisions of PUR Forms 1000 and 1001, as modified by any Special Conditions of this RFP, constitute Minimum Mandatory Requirements.

F. All specifications that are identified in Service Specifications and Statement of Work,

Section 3 and Attachment B are mandatory unless otherwise indicated therein.

G. All documents that a Respondent seeks to be incorporated into the Contract must be submitted with the Respondent’s Reply. No documents other than the contract document negotiated between the Department and Vendor will be signed by the Department. The Department reserves the right to reject any document or provision that a Respondent fails to include in its Reply.

H. Before being submitted for technical evaluation, the Replies will be screened for compliance with the minimum mandatory requirements in Attachment B. Replies shall satisfy these minimum mandatory requirements in order to proceed into the detailed evaluation phase. Any Reply that does not meet the minimum mandatory requirements shall not receive any further consideration.

4.1 Technical Proposal Contents Proposers are encouraged to minimize redundancy and provide concise responses. Respondent is mandated to give its best and final offer in submitting this RFP response. Respondent shall provide a straightforward description of services to be provided and capabilities to satisfy the requirements of this Request for Proposals (RFP) by following the outline below: The number, order, and labeling of the tabs should be as specified in this section. Each tab should be labeled as indicated; for example, Tab A shall be labeled “Technical Approach

Requirements." Detailed instructions for each section of the response are as follows 4.1.1 Technical Bid/Proposal Content – Technical Approach Requirements Tab A Proposal Tab A-1 The cover letter shall be on the letterhead of the entity submitting the Response. The letter shall be addressed to the Department's Purchasing Agent, must be dated, and signed by an individual who has the authority to bind the Respondent. The Respondent must state that it agrees to each of the Department's requirements of this RFP to qualify for selection under this RFP. Include minimum mandatory requirements listed in Attachment B of this RFP in the cover letter. Proposal Tab A-2 Provide a concise response to Attachment G, Technical Specifications Questionnaire.

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Provide a concise summarization of the products and services offered to meet the State’s needs, the Proposer’s approach to providing the Services, the benefits that the State will derive from completing the project, and documentation as to why the Proposer is best qualified to perform this engagement. Proposal Tab A-3 Change Management, Support and Data Protection: The Proposer shall provide implementation procedures including dates, system test environments, and dedicated resources as necessary to ensure changes are adequately tested and do not disrupt the Department’s production workload. Describe the Proposer's methods for ensuring data protection to include:

A. infrastructure, data center, communication redundancy and technical staff support procedures

B. data security, data protection including physical and electronic security precautions. C. Describe the process used to restore client wholeness in the event of a loss of data or

security breach.

4.1.2 Technical Bid/Proposal Content – Qualifications Requirements Tab B Proposal Tab B-1 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. Provide a statement that the proposer will meet the minimum mandatory qualifications. The minimum mandatory qualifications are:

A. Respondent must have a Florida business registration with the Secretary of State, as required by Section 607.1501, Florida Statutes.

B. Provide a summary of the Respondent’s locations and staffing in Florida. Provide a

summary of the Bidder’s ability to respond to the need for local contacts from the Department and the local communities served by the Department.

C. There shall be no cost to the Participant or the Department except approved and reasonable investment management expenses for the mutual funds offered in the program.

D. The respondent shall fully accept non-qualified fiduciary responsibility for the FICA plan assets that come into its custody to the extent of the responsibilities accepted.

E. The respondent shall have its principal place of business and corporate charter located and registered in the United States of America. There shall be no participant data sent off the shores of the United States of America.

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F. The respondent shall provide payroll data acceptance, enrollment services, investment services, phone and customer service representatives, advanced recordkeeping services and technology, participant annual statements, free on-line financial and educational tools and dedicated website for the State of Florida OPS employees.

G. Respondent must be registered with MyFloridaMarketplace (MFMP) prior to signing the contract.

H. Respondent must furnish the State a performance bond in the amount of $500,000.00, and as written in Attachment B, Section 9.7.

I. The respondent shall at all times maintain the Fidelity Bond as written in Attachment B, Section 9.7.

J. Respondent must comply with Attachment B.

K. Respondent must be able to accept system interface with the Bureau of State Payroll Consolidated Miscellaneous Deduction Vendor secured website.

L. Respondent(s) recordkeeping system must be operational by November 1, 2013 and run side by side with incumbent, should the incumbent not win the bid, and finish with conversion by November 30, 2013.

Proposal Tab B-2 - Statement of Agreement Executive Summary

A. Proposer’s Statement of Agreement

1. The Letter of Certification must address the following Certifications:

a. Does the Respondent certify acceptance and compliance with all of the Terms and Conditions detailed in PUR 1001 of the RFP document?

b. Respondent is a registered vendor in MyFloridaMarketPlace (MFMP), has proper

filings with the Department of State, and is eligible to conduct business with the State of Florida?

c. Has the Respondent certified its understanding and agreement with all items in

Technical Sections of this solicitation, or has Respondent supplied functionally equivalent alternatives?

d. Has the Respondent certified as to the accuracy of the Response; and a statement

that Respondent agrees to not seek indemnification from the Department for any costs or services?

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e. Include the names, titles, addresses (including e-mail), and telephone numbers of the individuals who are authorized to make representations on behalf of the Respondent.

f. Signature of person(s) authorized to legally bind the Respondent.

In the Proposals, Proposers must provide the Department with a work plan that outlines the timeline and deliverables for such services.

B. Executive Summary

The Respondent shall provide an Executive Summary to be written in non-technical language to summarize the Respondent’s overall capabilities and approaches for accomplishing the requirements specified herein. The Respondent is encouraged to limit the summary to no more than two pages.

1. A brief statement of the Proposer’s understanding of the work to be done;

2. 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..

a. The names, titles, addresses (including e-mail), and telephone numbers of the

individuals who are authorized to make representations on behalf of the Proposer;

b. Signature of person(s) authorized to legally bind the Proposer; c. Letter of Certification, signed by the Proposer, stating that

1) The company or firm has a minimum of five years experience in

administration and management of a public sector employer sponsored IRC 401(a) FICA Plan. If the Proposer is the local resident manager/representative for a nationwide company, this fact should be indicated in the certification.

2) Include Proposer’s certification as to the accuracy of the Proposal;

3) Include a statement that Proposer agrees to not seek indemnification from

the Department for any costs or services.

4) The Letter of Certification must address the following Certifications: Certifications – Indicate YES or NO

a) Does the Respondent certify acceptance and compliance with all of the

Terms and Conditions detailed in PUR 1001 of the RFP document as modified by Special Conditions to this RFP?

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b) Does the Respondent certify acceptance and compliance with all of the Terms and Conditions detailed in PUR 1000 of the RFP document as modified by Special Conditions to this RFP?

Proposal Tab B-3 - Qualifications and Information - Management Summary The Proposer must provide a management plan that describes administration, management, experience, personnel, qualifications, company history, and financial information.

1. Administration and Management

Proposer must include a description of the organizational structure established and the methodology to be used to control costs, provide service reliability, and maintain schedules; as well as the means of coordination and communication between the organization and the Department.

2. Experience and References

a. Experience Proposer must provide documentation of previous experience in conducting 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.

b. References

The submission of Client Reference (Attachment F), listing at least three client references for whom investment and FICA Plan administrative services have been provided within the past 12 months.

1) The list must include the client name, address (physical and email),

telephone number, and contract term.

2) The Department reserves the right to contact these references and investigate their comments as part of the overall solicitation evaluation process.

3) The Department reserves the right to reject any bid for failure to comply

with this section. If the Respondent is an Investment Provider in the current contract period for the State of Florida 457(b) Plan or the incumbent, the Respondent shall use the Department as a client reference.

4) Provide Respondent(s) Financial Statements or SSAE 16 report: Include

independent evidence of sufficient financial resources and stability for Responder(s) to provide the services sought, such as audited financial statements that includes balance sheets and income statements for the past two fiscal years. The financial information will not become part of the Contract.

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3. Key Personnel a. Proposer must provide the name and title of each individual who will be

engaged in this project. Include a description of the functions and responsibilities of each person relative to the task to be performed.

b. Proposer must include a listing of all persons who will work on this project together with their experience and qualifications. All of Proposer’s personnel assigned to this project will be subject to Department approval. As part of the Minimum Qualifications, the Proposer will designate specific members of the project team considered to be essential to the services to be provided as key personnel. Key personnel will be those assigned to agreed-upon key roles. Key roles should be defined within the proposed organizational structure and fulfill the Minimum Requirement of a designated support team for the Services. The Department requires that the Proposer’s Contract Manager is on the designated key personnel list.

c. Key personnel shall function as a designated support team for the Services provided. The Respondent shall include its lead operations manager on the designated key personnel list. Each key personnel shall have a trained backup to ensure workflow is not interrupted.

d. Staff Information

1) List all staff assigned to this project, including any subcontractors. The following information must be provided for each: a) Name; b) Title; c) Specific work or role to be performed and/or services to be

provided. All personnel named for key roles shall be clearly designated as such;

d) Description of qualifications and relevant experience that makes proposed individual suitable for designated role on this project;

e) Percentage of time to be dedicated to this project if the Proposer is selected, and the number of other projects currently assigned;

f) Any additional information that indicates the individual’s ability to aid the Proposer in successfully performing the work involved in this solicitation; and

g) Résumé.

2) Subcontractors may be used. However, the vendor will be responsible to meeting the timeframes provided regardless of delays caused by a subcontractor.

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e. The Proposer must provide a management plan that describes administration, management, experience, personnel, qualifications, company history, and financial information.

Proposal Tab B-4 Identical Tie Response Preference Whenever identical solicitation responses are received, preference shall be given to the Proposal certifying in accordance with Rule 60A-1.011, Florida Administrative Code and Florida Statutes. It is optional to include an attached Identical Tie Response Form attached as Attachment C, if applicable to the Proposer.

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

B. Certifications In the event that the Department’s evaluation results in identical evaluation results of Responses, the Department will select a Respondent based on the criteria identified in Rule 60A-1.011, F. A.C.

Proposal Tab B-5 Required Minimum Mandatory Documents

A. All Respondents must be able to completely fund all its own cost (including start-up and implementation costs) for this program.

1. The Proposal must be delivered timely.

2. The Proposal must include an original of the Technical Proposal in Section 3.1 and

the Price/Cost Proposals, Attachment A. Also include 4 paper copies of the Technical Proposal and the Price/Cost Proposals and 4 digital copies (compact disks) of the Technical Proposal. DO NOT INCLUDE THE COST PROPOSAL IN EACH TECHNICAL PROPOSAL. {modifies PUR 1001 ¶ 3]

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3. The Technical Proposal must include all Minimum Mandatory Requirements listed in the RFP, and respond to all technical specifications and Statement of Work in Section 3, and must include all mandatory forms and attachments.

4. The Technical Proposal must include evidence of Proposer’s qualifications.

5. The separately sealed Price/Cost Proposal must include the proposed price and a signature by an authorized representative of the Proposer. Attachment A.

6. The Respondent must comply with the requirement that it has not been placed on the Convicted Vendor list for committing a public entity crime within the last 36 months. (See Form PUR 1001 Section 7)

7. The Respondent must comply with the requirement that it has not been placed on

the Discriminatory Vendor List per Section 287.134 F.S. (See Form PUR 1001 Section 8)

8. The Respondent must certify acceptance of all Terms and Conditions of this solicitation.

9. Conversion and implementation plans must be submitted with the proposal. B. Proposers are further reminded that conditions and specifications, which are considered

minimum mandatory requirements are expressed with the word “shall” or “must” in the description of the requirement. RPF Proposals that fail to demonstrate both willingness and ability to comply with such a condition or specification will be considered non-responsive. Responses shall be considered nonresponsive if they contain disclaimers in either the technical or price Response that the Response is for evaluation purposes only and should not be interpreted as a binding offer or commitment on the part of the Respondent.

4.2 Pricing/Cost Proposal (THIS INFORMATION SHALL BE SUBMITTED SEPARATELY ON ATTACHMENT A and A-1 FROM ALL OTHER PROPOSAL SUBMISSION DOCUMENTS). The Cost Proposal must include the costs proposed and a signature by an authorized representative of the Respondent. 4.3 Submission Instructions 4.3.1 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.

4.3.2 Independent Preparation of Proposal

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By submission of its Proposal, the Proposer certifies that it has not, directly or indirectly, colluded, consulted, communicated or agreed with any other proposer as to any matter related to the proposal each is submitting. Additionally, the Proposer certifies that it has not induced any other proposer to submit or not submit a proposal to this RFP. 4.3.3 Prohibition of Gratuities By submission of its Proposal, the Proposer certifies that no elected official or employee of the State of Florida has or shall benefit financially or materially from such proposal or subsequent contract in violation of the provisions of Chapter 112, Florida Statutes. Any contract issued as a result of this RFP may be terminated if it is determined that gratuities of any kind were either offered or received by any of the aforementioned parties. 4.3.4 Format and Copies

A. 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.

B. Sealed Proposals must be received in the Purchasing Office at the 200 East Gaines Street, Larson Bldg., 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 (box of binders as described below) clearly on the outside of the package with: PROPOSAL NUMBER, DATE AND TIME OF PROPOSAL OPENING. Mark each binder in the package as noted below. (This submission requirement replaces the electronic submission instructions in PUR 1001 ¶ 3.)

C. 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 RFP # ____ • ORIGINAL, Binder __ of __

D. 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. For each copy, all sections may be contained in one binder clearly labeled at each section and tab. 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 RFP # ____ • Copy # ___, Binder __ of __

E. Redacted Copy: Also, Proposer shall submit one paper redacted copy and one digital

redacted (compact disk) version of the Proposal if, according to RFP Section 4.3.6, the Proposer considers any portion of the documents, data or records submitted in reply to

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this solicitation to be confidential, trade secret or otherwise not subject to disclosure pursuant to Chapter 119, Florida Statutes, the Florida Constitution or other authority, Proposer must also simultaneously provide the Department with a separate redacted copy of its Proposal. This redacted copy shall contain the Department’s solicitation name, number, and the name of the Proposer on the cover, and shall be clearly titled “Redacted Copy.”

4.3.5 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 2.2. 4.3.6 Redacted Submissions The following subsection supplements Section 19 of the PUR 1001. If Respondent considers any portion of the documents, data or records submitted in response to this solicitation to be confidential, proprietary, trade secret or otherwise not subject to disclosure pursuant to Chapter 119, F. S., the Florida Constitution or other authority, Respondent must mark the document as “Unredacted version – contains Confidential information”, place such information in an encrypted electronic form or a sealed separate envelope, and simultaneously provide the Department with a separate redacted copy of its response and briefly describe in writing the grounds for claiming exemption from the public records law, including the specific statutory citation for such exemption. This redacted copy shall contain the Department’s solicitation name, number, and the name of the Respondent on the cover, and shall be clearly titled “Redacted Copy.” The Redacted Copy should only redact those portions of material that the Contractor claims is confidential, proprietary, trade secret or otherwise not subject to disclosure. The Department will follow the procedures identified in RFP Section 6.6. Public Records, if the Department receives a request for confidential trade secret information that has been clearly identified as such, in writing by the Respondent. By submitting a Response, the Respondent agrees to protect, defend, and indemnify the Department for any and all claims arising from or relating to the Respondent’s determination

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that the redacted portions of its Response are confidential, proprietary, trade secret, or otherwise not subject to disclosure. If Respondent fails to submit a redacted copy of information it claims is confidential, the Department is authorized to produce the entire document, data, or records submitted to the Department in answer to a public records request for these records. 4.3.7 Additional Information By submitting a Response, Respondent certifies that it agrees to and satisfies all criteria specified in the RFP. The Department may request, and Respondent shall provide, supporting information or documentation. Failure to supply supporting information or documentation as required and requested will result in disqualification of the Response. SECTION 5: EVALUATION PROCESS AND SELECTION METHODOLOGY 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. 5.1 Evaluation Team An evaluation team, appointed in writing by the Department, will evaluate the Responses. Each member will evaluate the technical Response independently of the others. 5.2 Determination of Conformance Proposals must satisfy certain minimum mandatory requirements in order to proceed into the detailed evaluation phase. All Proposals will be reviewed for compliance with these minimum mandatory requirements. Evaluators will verify that all mandatory 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 minimum mandatory requirements will be rejected and considered no further in the evaluation process. The objective of this solicitation is to elicit firm contractual offers subject to the Department's acceptance. For a proposal to be responsive the Proposer must be committed to enter into a contract based on this RFP and the Proposer's Proposal. If a Proposal contains language which withdraws or negates commitments to requirements of the RFP, or qualifies the Proposal such that it is not a firm offer to contract under terms consistent with the requirements of this RFP, the submission shall be subject to being deemed nonresponsive and rejected. Proposers are cautioned to carefully proofread Proposals to ensure the removal of boilerplate disclaimers which have the effect of negating commitments made elsewhere in the Proposal. 5.3 Basis of Award A contract will be awarded to the responsible and responsive Respondent whose Response is assessed as providing the best value to the State by using the evaluation criteria listed in Section 5.7. The Department will consider the total cost for each year of the Contract, including renewal years as submitted by the Respondent.

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The Department reserves the right to accept or reject any and all offers, or separable portions, and to waive any minor irregularity, technicality, or omission if the Department determines that doing so will serve the best interest of the state. The Department has the right to use any or all ideas or adaptations of the ideas presented in any Response. Selection or rejection of a Response will not affect this right. Responses that do not meet all requirements, specifications, terms, and conditions of the solicitation or fail to provide all required information, documents, or materials may be rejected as not responsive. Respondents whose responses, past performance, or current status do not reflect the capability, integrity, or reliability to fully and in good faith perform the requirements of a contract may be rejected. The Department may request additional information pertaining to the Respondent’s ability and qualifications to accomplish all services described in this RFP as deemed necessary during the RFP or after contract award. Failure to provide the additional requested information may result in rejection of the Response. 5.4 Cost/Price Response Evaluation The Purchasing Agent will open the Price/Cost Responses and they will be evaluated separately. 5.5 Response Evaluation Responses shall be opened on the date and at the location indicated on the Timeline. Respondents may attend, but they are not required to do so. The Department may choose not to announce prices or release other materials pursuant to Section 119.07(1) (b), F. S. Each team member will evaluate the Responses independent of the others and award based on the evaluation criteria.

In determining whether to select or reject a Response, the Department will consider and evaluate all information submitted in response to this RFP, including information presented during oral presentation, if required; and to this extent, each requirement for solicited information is an evaluation criterion. Responses that do not contain all the required information may be considered non-responsive and may be rejected. In its assessment of Responses, the Department will (1) analyze the information submitted in relation to the information requirements and evaluation criteria of this RFP, (2) analyze the applicable provisions of the Florida Statutes and the Florida Administrative Code, (3) will compare each Response to the other Responses submitted, and (4) will evaluate Responses that are responsible and responsive. Respondent(s) may be invited to provide more detailed clarifications of their Responses, and/or to provide interactive presentations of the Responses. Based on the clarifications, the Department will either award the contract or reject all Responses. After evaluations are conducted, the agency shall award the contract to the responsible and responsive vendor that the agency determines will provide the best value to the state, based on the selection criteria. The Department will coordinate a contract for signature, substantially in the form attached as Attachment E, between the Department and the successful Respondent(s), that incorporates this Request for Proposals and the awarded Respondent’s Response as soon as possible after the

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posting of the notice of award on the Vendor Bid System (VBS) website, http://myflorida.com/apps/vbs/vbs_www.main_menu. The Department is not bound to enter into a contract with the winning Respondent unless the Department is able to determine that the Response and price are considered fair, competitive, and reasonable. 5.6 Price/Cost Proposal-Attachment A The Purchasing Agent will open the Price/Cost Proposals and they will be evaluated separately. The statute requires the following: “Criteria that will be used for evaluation of proposals shall include, but are not limited to:

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

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

submitted by the vendor. 5.7 Evaluation Criteria Response Evaluation Criteria: The criteria that will be used for determining the selection of the vendor and award are specified below. Technical Criteria: The Department will assemble an evaluation team. Each member of the team will score the responses submitted. The scoring by each Team member will be aggregated to establish an overall ranking by the Team for each category in Evaluation Criteria below. The points shall be allocated based of the fulfillment of the needs of the Department and the Participants and as indicated within this RFP.

Total maximum points = 166

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

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TECHNICAL CRITERIA

ATTACHMENT G SECTION

MAXIMUM POINTS

124 Experience and Credentials A 19

1. Experience in administering other 401(a) FICA Plans. (5pts) 2. Experience in administering other types of retirement plans. (2pts) 3. Retirement plan assets under management. (2pts) 4. Client references. References will be contacted to determine the

services provided and the extent of client satisfaction. (10pts)

Regulatory Compliance and Financial Stability B 20 1. Demonstrated evidence of financial strength. (10pts) 2. History of compliance with applicable State and Federal laws, rules,

and regulations. (10pts)

Communication and Education C 25 1. The number of phone representatives to assist in the servicing of

Participants. (10pts)

2. Demonstrated products, website, experience and commitment to providing education related to the FICA Plan. (10pts)

3. Financial advice-Respondents will offer free on-line financial advice as defined by Federal Regulations. (5pts)

Innovation D 5 The Department seeks to achieve the best value for the State in its service to Plan Participants. To that end, the Department seeks innovative proposals regarding ways to enhance the Plan for the benefit of Plan Participants. Replies containing proposals that will assist the Department in achieving its goal for the State may be awarded points for innovation. Those proposals relating to enhancement of the return, safety, and value of investment products are most encouraged.

Services E 35 1. Functional, industry standard computer systems which are

compatible with the State's Payroll System and meet all of the criteria in this RFP. (10pts)

2. An organizational structure, including a customer relations department that is compatible with the Bureau and which provides excellent service to Participants. (10pts)

3. Effective internal control and risk management procedures. (5pts) 4. Industry standard operation and administrative services (10pts)

Implementation and Conversion G 20 Provide your companies Conversion and Implementation plan. Include a schedule of dates pertaining to the conversion and implementation of this program.

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COST CRITERIAATTACHMENT

A SECTION MAXIMUM

POINTS Investment Products. F 42 The Vendor’s replies will be evaluated as identified in Paragraphs 1-5 below.

1. Fixed Income Investment Products. (Choose one a-c below) 20 a. Floor rate proposed. (20pts)

(400-350bps=20pts, 349-300bps=15pts, 299-200bps=8pts, 199-50bps=1pt, <50bps=0pts)

b.Deposit products. (1pt) c. Stable value fund. (5pts)

2. Equity Investment Products. 13

a. Fund reimbursement fees. (4pts) (<26bps=4pts, 27-29bps=3pts, 30-35bps=2pts, 36-40bps=1pt, >40=0pts)

b. Aggregate Performance – 3 year rolling average fund category percentile ranking. (4pts)

(1-20%=4pts, 21-30%=3pts, 31-40%=2pts, 41-50%=1pt, >50%=0pts)

c. Index Fund. (Vanguard =5pts, other=1pt)

3. Target Date Funds. 8 a. Aggregate Performance- 3 year rolling average fund

category percentile ranking. (4pts)

(1-20%=4pts, 21-30%=3pts, 31-40%=2pts, 41-50%=1pt, >50%=0pts)

b. Aggregate fund reimbursement fees. (4pts) (<30bps=4pts, <32bps=3pts, <34bps=2pts, <35bps=1pt, >35bps=0pts)

4. Advice or Managed Account Service. 1

a. Ease of enrolling and exiting the service. (0.2pts) b. Cost of Managed Portfolio (full service). (0.4pts)

(<40bps=0.4pt, 40-49bps=0.3pt, 50-60bps=0.2pt, 61-65bps=0.1pt, >65bps=0pts)

c. Cost of Hybrid Service. (0.4pts) (<25bps=0.4pt, 26-34bps=0.3pt, 35-45bps=0.2pt, 46-50bps=0.1pt, >50bps=0pts)

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5.8 Contract The contract shall be awarded by written notice to the responsible and responsive vendor, whose proposal is determined in writing to be the most advantageous to the state, taking into consideration the price and other criteria set forth in the Request for Proposals. The Department will coordinate a contract for signature, substantially in the form attached as Attachment E, with only such non-substantive changes therein as shall be necessary to the orderly administration of the contract, between the Department and successful Proposer, who will be the Contractor, that incorporates this solicitation and the Proposer’s Price Proposal as soon as possible after the posting of the notice of award on the Vendor Bid System (VBS) website, at http://myflorida.com/apps/vbs/vbs_www.main_menu. After selection of the Contractor, the awarded contractor will sign the Contract document, and it, with the Department's solicitation including addenda and attachments identified to become contract exhibits, and Proposer’s Price Proposal and in that order, state all of the rights and responsibilities of the parties, and 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 Request for Proposals shall prevail over the terms of the Proposal. The term “Proposal” includes Price Proposals submitted in response hereto. 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. Notices, Addenda and Amendments: Modifications as noted in response to the Proposers' questions and any other Addenda to the RFP are incorporated into the RFP. The Department reserves the right to amend this Request for Proposals by an addendum prior to the date for Proposal submission. 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.

SECTION: 6 ADDITIONAL CONTRACT TERMS 6.1 Initial Contract Term and Renewal Options The initial term of the contract will be five (5) years. By mutual agreement of the parties, and pursuant to Section 287.057(13), Florida Statutes, the Department may renew the Contract for a period of up to five (5) years beyond the initial term of the Contract. Renewal shall be contingent upon availability of funds and satisfactory performance by the Contractor. Any renewal is subject to the same terms and conditions as the original Contract 6.2 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:

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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 ongoing performance, maintenance, and provision of services specified in the Contract;

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 specified in the

Contract;

E. One or more of the following circumstances, uncorrected for more than thirty (30) calendar days unless within the specified thirty (30) day period, the Contractor (including its receiver or trustee in bankruptcy) provides to the Department adequate assurances, reasonably acceptable to the Department, of its continuing ability and willingness to fulfill its obligations under the Contract:

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.

6.3 Exit Transition The Contractor shall not perform any Services after it receives a notice of termination, except as necessary to complete the transition or continued portion of the Contract, if any. Within 90 days the Investment Provider shall accomplish a transfer of 100% of its Participant accounts to another vendor as requested by the Bureau. 6.4 Exit Transition Services Upon the earlier of six (6) months before the expiration of the Contract or upon any notice of termination of the Contract, the Contractor shall provide transition services (Exit Transition

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Services) to the Department without regard to the reason for termination. Exit Transition Services shall include: (i) continued provision of the Services and Deliverables on the same terms, conditions and pricing in effect at the end of the Contract term, until the State or a succeeding vendor is prepared to provide all essential Services; (ii) the Contractor’s cooperation with the Department, its consultant(s) and the succeeding vendor(s) designated by the Department;; (iii) if needed, assistance with an explanation of the current operations to new vendor staff; (iv) return of State-owned materials being utilized by the Contractor and all state data in a standard format designated by the Department. 6.5 Public Record notice for the Solicitation Respondents The final form of contract is a public record and will be posted online as part of the Transparency Act.

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

B. Confidential Trade Secret Information: Trade secrets are not solicited or desired as

submissions with Responses. Pursuant to Section 812.081, F. S., a person who claims that information is a trade secret must take measures to protect such information and to prevent it from becoming generally available. As such, if Respondent includes in its Response information that Respondent considers to be a trade secret that meets the definition provided in Section 812.081, F. S., Respondent shall file a notice of trade secret with the Department that puts the Department on notice that Respondent has included trade secret information in its Response. Furthermore, if a Respondent reserves the right to assert that a portion of its response is a trade secret, Respondent shall provide the Department with an additional copy of its Response that has been redacted to conceal only that information that Respondent claims to be a confidential trade secret meeting the definition of a trade secret as provided in Section 812.081, F. S., and is clearly identified as having had trade secret information redacted, that is labeled “CONFIDENTIAL TRADE SECRETS.”

C. Other Confidential Records. The provision of redacted contract information on a

website for public viewing does not substitute for the duty of the Department nor the Contractor to respond to a public records request. The response to the requestor may include referral to the website for viewing the identical (redacted) version. Should the

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Respondent provide information deemed confidential or exempt from the Florida Public Records Act, then the Respondent shall place such information in an encrypted electronic form or a sealed separate envelope provide the Department with an additional copy of its documentation containing such information that has been redacted to conceal only that information that Respondent claims to be a confidential.

D. The awarded Respondent (Contractor) is responsible for becoming familiar with the

Florida Public Records Act with regard to records associated with the Contract. If a public records request is made to the Contractor, the Contractor will: immediately notify the Department of such request; process the request as approved by the Department’s Public Records Section; provide the Department progress status reports; and provide a copy of its intended redacted version in case there is a public records request. For noncompliance by the Contractor with Section 119.0701, F.S., or the above requirements regarding response to public records requests (collectively Public Records Tasks), the Department at its option may enforce these provisions by exercising “Step-In” rights as described in the contract Section regarding remedies or according to the termination provisions of the contract or both. If a public record request is made to the Department for documentation related to this solicitation and the resulting Contract, the Department will notify the Contractor of such request if the Contractor has provided the Department with a notice of trade secret or other confidentiality as noted above. If a public records request is made to either the Department or the Respondent, the Respondent shall be solely responsible for taking whatever action it deems appropriate to legally protect its claim of exemption from the public records law. Any prospective vendor acknowledges that the protection afforded by Section 815.045, F. S., is incomplete, and it is hereby agreed that that no right or remedy for damages arises from any disclosure based on the Respondent or Contractor’s failure to promptly legally protect its claim of exemption and commence such protective actions within ten (10) days of receipt of such notice from the Department. (Modifies PUR 1000-33 and PUR 1001-19). Contractor shall retain such records for the longer of five 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).

E. The awarded Contractor shall, to the extent required by Section 119.0701, F.S., perform

the following tasks to comply with Section 119.0701, F.S., (a) maintain public records required by the Department to perform the service; (b) provide access on the same conditions and at a cost not exceeding that provided in Section 119.07, F.S., (c) ensure exempt or confidential documents are not disclosed and (d) transfer public records at no cost to the public agency on termination, destroy confidential duplicates, and provide electronic records in a format compatible with the public agency systems at no cost to the agency. For noncompliance by the Contractor, the Department shall enforce these provisions according to the step-in provisions or termination provisions in the Contract or both.

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6.6 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) Any proposed agreement submitted in the Proposal shall not contain any provisions, unless such provisions are expressly negated in the Proposal, which:

a. are inconsistent with Florida law, b. exclude, prohibit, or negate other contract documents, c. subject the State of Florida to the jurisdiction of another state, or d. provide that the State will indemnify the Proposer or any other person.

All work materials developed or provided by Contractor under this Contract shall be deemed to be work made for hire and owned exclusively by the State of Florida, Department of Financial Services. 6.7 MyFloridaMarketPlace Unless exempted under Rule 60A-1.030-.032, Florida Administrative Code, 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 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). 6.8 Employment Eligibility Verification

A. E-Verify Employment Verification

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

2. The Contractor further agrees that it will require each subcontractor that performs

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

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3. Compliance with the terms of this Employment Eligibility Verification provision

will be an express condition of the Contract and the Department may treat a failure to comply as a material breach of the Contract.

B. State-owned data will be processed and stored in data centers that are located only in

the U.S. . 6.9 Limitation of Liability The Indemnification provisions of the RFP and its incorporated PUR 1000-19 shall apply with the following clarifications, except that each party shall be responsible for its own attorney fees. The procedures set forth below shall apply to all indemnity obligations under this Contract (except as otherwise expressly provided below):

A. The Contractor shall be fully liable for the actions of its agents, employees, partners, or Subcontractors and shall fully indemnify, defend, and hold harmless the State and Participants, and their officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys’ fees, arising from or relating to:

1. Any claim by, on behalf of, or pertaining to a Contractor Subcontractor or

Contractor personnel in relation to the Contract or the Services. In the case of a claim by employees of Contractor (or of any of its Subcontractors), Contractor’s indemnification of the State and Participants will be to the same extent as if the claim was made by a person who is not an employee of Contractor (or its Subcontractor) – i.e., the Contractor’s indemnification obligations to the will not be subject to any limitation of the Contractor’s liability to the person claiming injury under workers’ compensation or similar Laws;

2. Any claim that, if true, would constitute a breach of the Contractor’s obligations

with respect to any Confidential Information or data security;

3. Any claim that any Personal Information (as defined in Section 817. 5681, Florida Statutes) was misused or improperly disclosed due to any act or omission of the Contractor (or any entity or person for which the Contractor is responsible);

4. Any claim that, if true, would arise from or be attributable to a breach of

Contractor’s obligations to comply with federal or state laws;

5. Any claim that, if true, would arise from or be attributable to a breach of the Contractor’s warranties regarding non-infringement of Deliverables;

6. Any claim that, if true, would arise from or be attributable to fraud, theft, or

embezzlement by any Contractor (or Subcontractor) personnel;

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7. Any claim that, if true, would arise from or be attributable to an intentional tort, willful misconduct (including intentional breach of contract), unlawful conduct, or gross negligence of the Contractor (or any entity or person for which the Contractor is responsible);

8. Personal injury and damage to real or personal tangible property alleged to be cause

in whole or in part by the Contractor, its agents, employees, partners, or Subcontractors.

B. However, the Contractor shall not indemnify for that portion of any loss or damages

proximately caused by the negligent act or omission of the State or a Participant. 1. Notwithstanding anything to the contrary, nothing in this Section will be construed

to impose any limitation on compliance with Rule 60A-1.006 (3), Florida Administrative Code.

6.10 Duty of Continuing Disclosure of Legal Proceedings During the Solicitation Process The provider shall notify the Department of legal actions taken against them or potential actions such as lawsuits, related to services provided through the Contract or that may impact the provider’s ability to deliver the contractual services, or adversely impact the Department. The Department’s Contract Manager will be notified with ten (10) days of the provider becoming aware of such actions or from the day of the legal filing, whichever comes first. 6.11 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 presentation, interviews, or software demonstrations, from Proposers who, based upon the results of an initial evaluation outlined in this RFP, 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. 6.12 Liquidated Damages

A. The Contractor acknowledges that untimely performance or other material noncompliance will damage the Department, but by their nature such damages are impossible to ascertain presently and will be difficult to ascertain in the future. The issues involved in determining the amount of damages will be multiple and complex, and will be dependent on many and variant factors, proof of which would be burdensome and require lengthy and expensive litigation, which the Parties desire to avoid. Accordingly, the parties agree that it is in the parties’ best interests to agree upon a reasonable amount of liquidated damages, which are not intended to be a

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penalty and are solely intended to compensate for unknown and unascertainable damages. These liquidated damages will apply unless the nonperformance sanctions are provided for as Service Credits according to Attachment B, Section 2.

B. The Contractor will promptly notify the Department upon becoming aware of any

circumstances that may reasonably be expected to jeopardize the timely and successful completion (or delivery) of any Services. The Contractor will use commercially reasonable efforts to avoid or minimize any delays in performance and will inform the Department of the steps the Contractor is taking or will take to do so, and the projected actual completion (or delivery) time. If the Contractor believes a delay in performance by the Department has caused or will cause the Contractor to be unable to perform its obligations on time, the Contractor will promptly so notify the Department and use commercially reasonable efforts to perform its obligations on time notwithstanding the Department’s delay.

6.14 Information and Data Security and Confidentiality

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

B. Loss of Data. In the event of loss of any State data or record where such loss is due to the negligence of the Contractor or any of its subcontractors or agents, the Contractor shall be responsible for recreating such lost data in the manner and on the schedule set by the Department at the Contractor’s sole expense, in addition to any other damages the Department may be entitled to by law or the Contract. In the event lost or damaged data is suspected, the Contractor will perform due diligence and report findings to the Department and perform efforts to recover the data. If is unrecoverable, Contractor will pay all the related costs associated with the remediation and correction of the problems engendered by any given specific loss. Further, failure to maintain security that results in certain data release will subject the Contractor to the remedies for failure to comply with Section 817.5681, F.S., together with any costs of the Department for responding to such a breach of security caused by the Contractor.

C. Data Protection. No Department data or information will be transmitted to, stored in,

processed in, or shipped to off-shore locations or out of the United States of America

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regardless of method, except as required by law. Examples of these methods include (but are not limited to): FTP transfer, DVD, tape, or drive shipping; regardless of level of encryption employed. Access to DFS data shall only be available to approved and authorized staff, including remote/offshore personnel, that have a legitimate business need. Requests for remote access shall be submitted to the Department’s Help Desk. With approval, third parties may be granted time-limited terminal service access to IT resources as necessary for fulfillment of related responsibilities. Third parties shall not be granted remote access via VPN, private line, or firewall holes. Requests for exceptions to this provision may be submitted to the Department for approval. All remote connections are subject to detailed monitoring via two-way log reviews and the use of other tools, as deemed appropriate. When remote access need changes, access shall be removed promptly. The Contractor shall encrypt all data transmissions containing confidential or confidential and exempt information. Remote data access must be provided via a trusted method such as SSL, TLS, SSH, VPN, IPSec or a comparable protocol approved by DFS. Confidential information must be encrypted using an approved encryption technology when transmitted outside of the network or over a medium not entirely owned for managed by the Agency.

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

D. Public Records.

1. The parties shall not be required to disclose to the public any materials protected

by law, and disclosure of any confidential information received by the State of Florida will be governed by the provisions of Article I, s. 24 of the State Constitution, and the Florida Public Records Act, Chapter 119, F.S., and exceptions thereto. The provision of redacted contract information on a website for public viewing does not substitute for the duty of the Department nor a state contractor to respond to a public records request. The response to the requestor may include referral to the website for viewing the identical (redacted) version. Should the Contractor provide information deemed confidential or exempt from the Florida Public Records Act, then the Contractor shall place such information in an encrypted electronic form or a sealed separate envelope and provide the Department with an additional copy of its documentation containing such information that has been redacted to conceal only that information that the Contractor claims to be confidential. The Contractor is responsible for becoming familiar with the Florida Public Records Act with regard to records associated with the Contract. If a public records request is made to the Contractor, the Contractor will: immediately notify the Department of such request; process the request as approved by the Department’s Public Records section; and provide the Department progress status reports; and provide a copy of its intended redacted version in case there is a public records request. For noncompliance by the Contractor with Section 119.0701, F.S., or the above requirements regarding response to public records requests (collectively Public

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Records Tasks), the Department at its option may enforce these provisions by exercising “Step-In” rights as described in the contract section regarding remedies or according to the termination provisions of the contract or both. If a public record request is made to the Department for documentation related to this solicitation and the resulting Contract, the Department will notify the Contractor of such request if the Contractor has provided the Department with a notice of trade secret or other confidentiality as noted above. If a public record request is made to either party, the Contractor shall be solely responsible for taking whatever action it deems appropriate to legally protect its claim of exemption from the public records law. The Contractor acknowledges that the protection afforded by Section 815.045, F.S., is incomplete, and it is hereby agreed that no right or remedy for damages against the Department arises from any disclosure based on the Contractor’s failure to promptly legally protect its claim of exemption and commence such protective actions within ten (10) days of receipt of such notice from the Department. In the event the Contractor chooses to defend against release of such documents, data or information, and does not succeed in such defense, the Contractor agrees to indemnify the Department against any costs resulting from such order for release of such documents, data or information, except that each party shall be responsible for its own attorney fees. The Contractor shall retain such records for the longer of five 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).

2. The Contractor shall, to the extent required by Section 119.0701, F.S., (a)

maintain public records required by the Department to perform the service; (b) provide access on the same conditions and at a cost not exceeding that provided in Chapter 119.07, F.S., (c) ensure exempt or confidential documents are not disclosed and (d) transfer public records at no cost to the public agency on termination, destroy confidential duplicates, including remnant data, and provide electronic records in a format compatible with the public agency systems at no cost to the agency. For noncompliance by the Contractor, the Department shall enforce these provisions according to the step-in provisions or termination provisions in the Contract or both.

6.15 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 give the impression in any event or manner, that the Department recommends or endorses the Contractor.

6.16 Export Control Contractor certifies that by entering into this contract, it is, and during the term will ensure it remains, in compliance with the U.S. export control laws.

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6.17 Conflict of Interest 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. 6.18 Functional Equivalents and Substitutions The Respondent shall demonstrate comparability, including appropriate catalog materials, literature, specifications, test data, etc. The Department shall determine in its sole discretion whether a product is acceptable as an equivalent. Minimum Qualifications for acceptance of substitutions

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

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

3. 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.

4. The substitute item or service shall offer the same or increased functionality as the item it is to replace.

5. The substituted item must be approved, in advance, by the Department. With any commodity offered as an equivalent, the Respondent 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 Respondent shall certify that it will replace such part at no cost to the Department

6.19 Scrutinized Companies Notice to Respondents Prior to execution of the Contract, or subsequent renewal of the Contract, the Contractor must certify that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. (See http://www.state.gov/s/ct). As provided in Section 287.135, F.S., the Department may terminate the Contract in the event the Contractor is found to have submitted a false certification as provided under Section 287.135 (5), F.S., or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. Notice: Section 287.135, F.S., would operate to make businesses ineligible to contract with the State of Florida in specified circumstances. Currently, the 2012 changes to this section have been enjoined by a court of law. If ultimately upheld by the court, the Respondent who is awarded this contract may be required to amend the contract to certify compliance with the law, i.e. that the business is not and will not engage in business operations in Cuba or Syria. 6.20 Force Majeure In addition to the Force Majeure provisions of PUR 1000, the following applies: The Contractor will promptly notify the Department upon becoming aware of any circumstances

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that may reasonably be expected to jeopardize the timely and successful completion (or delivery) of any Services. The Contractor will use commercially reasonable efforts to avoid or minimize any delays in performance and will inform the Department of the steps the Contractor is taking or will take to do so, and the projected actual completion (or delivery) time. If the Contractor believes a delay in performance by the Department has caused or will cause the Contractor to be unable to perform its obligations on time, the Contractor will promptly so notify the Department and use commercially reasonable efforts to perform its obligations on time notwithstanding the Department’s delay.

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ATTACHMENT A Cost/Price Proposal

CRITERIA

RESPONSE

MAXIMUM POINTS

AWARDED POINTS*

Investment Products. 42 The Vendor’s replies will be evaluated as identified in Paragraphs 1-5 below.

1. Fixed Income Investment Products. (Choose one a-c below) a. Floor rate proposed. (20pts)

(400-350bps=20pts, 349-300bps=15pts, 299-200bps=8pts, 199-50bps=1pt, <50bps=0pts)

bps

---Fixed income investment product current rate--- % b. Deposit products. (1pt) c. Stable value fund. (5pts)

---Stable value fund current rate--- %

2. Equity Investment Products. a. Fund reimbursement fees. (4pts)

(<26bps=4pts, 27-29bps=3pts, 30-35bps=2pts, 36-40bps=1pt, >40=0pts)

bps

b. Aggregate Performance – 3 year rolling average fund category percentile ranking. (4pts)

(1-20%=4pts, 21-30%=3pts, 31-40%=2pts, 41-50%=1pt, >50%=0pts)

bps

c. Index Fund. (Vanguard =5pts, other=1pt)

3. Target Date Funds. a. Aggregate Performance- 3 year rolling average fund category

percentile ranking. (4pts)

(1-20%=4pts, 21-30%=3pts, 31-40%=2pts, 41-50%=1pt, >50%=0pts)

bps

b. Aggregate fund reimbursement fees. (4pts) (<30bps=4pts, <32bps=3pts, <34bps=2pts, <35bps=1pt, >35bps=0pts)

bps

4. Advice or Managed Account Service. (1pt)

a. Ease of enrolling and exiting the service. (0.2pts) bps    b. Cost of Managed Portfolio (full service). (0.4pts)

(<40bps=0.4pt, 40‐49bps=0.3pt, 50‐60bps=0.2pt, 61‐65bps=0.1pt,      >65bps=0pts) bps

   

c. Cost of Hybrid Service. (0.4pts) (<25bps=0.4pt, 26‐34bps=0.3pt, 35‐45bps=0.2pt, 46‐50bps=0.1pt, >50bps=0pts) bps

   

*For Purchasing Use Only TOTAL POINTS AWARDED

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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. The Cost/Price Proposal must include the costs proposed and a signature by an authorized representative of the Respondent. PROPOSER NAME: _____________________________________ (Company) PROPOSER ADDRESS : _____________________________________ (City/State/Zip) _____________________________________ PROPOSER PHONE: _____________________________________ PROPOSER E-MAIL CONTACT _____________________________________ AUTHORIZED REPRESENTATIVE: (Printed) _____________________________________ AUTHORIZED SIGNATURE: _____________________________________ DATE: _____________________________________

If contract is renewed, the contract will only be renewed under the same terms & conditions.

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ATTACHMENT A-1 Renewal Cost/Price Proposal

CRITERIA

RESPONSE

MAXIMUM POINTS

AWARDED POINTS*

Investment Products. 42 The Vendor’s replies will be evaluated as identified in Paragraphs 1-5 below.

1. Fixed Income Investment Products. (Choose one a-c below) a. Floor rate proposed. (20pts)

(400-350bps=20pts, 349-300bps=15pts, 299-200bps=8pts, 199-50bps=1pt, <50bps=0pts)

bps

---Fixed income investment product current rate--- % b. Deposit products. (1pt) c. Stable value fund. (5pts)

---Stable value fund current rate--- %

2. Equity Investment Products. a. Fund reimbursement fees. (4pts)

(<26bps=4pts, 27-29bps=3pts, 30-35bps=2pts, 36-40bps=1pt, >40=0pts)

bps

b. Aggregate Performance – 3 year rolling average fund category percentile ranking. (4pts)

(1-20%=4pts, 21-30%=3pts, 31-40%=2pts, 41-50%=1pt, >50%=0pts)

bps

c. Index Fund. (Vanguard =5pts, other=1pt)

3. Target Date Funds. a. Aggregate Performance- 3 year rolling average fund category

percentile ranking. (4pts)

(1-20%=4pts, 21-30%=3pts, 31-40%=2pts, 41-50%=1pt, >50%=0pts)

bps

b. Aggregate fund reimbursement fees. (4pts) (<30bps=4pts, <32bps=3pts, <34bps=2pts, <35bps=1pt, >35bps=0pts)

bps

4. Advice or Managed Account Service. (1pt)

b. Ease of enrolling and exiting the service. (0.2pts) bps     b. Cost of Managed Portfolio (full service). (0.4pts) (<40bps=0.4pt, 40-49bps=0.3pt, 50-60bps=0.2pt, 61-65bps=0.1pt, >65bps=0pts) bps 

   

c. Cost of Hybrid Service. (0.4pts) (<25bps=0.4pt, 26-34bps=0.3pt, 35-45bps=0.2pt, 46-50bps=0.1pt, >50bps=0pts) bps 

   

*For Purchasing Use Only TOTAL POINTS AWARDED

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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. The Cost Proposal must include the costs proposed and a signature by an authorized representative of the Respondent. PROPOSER NAME: _____________________________________ (Company) PROPOSER ADDRESS : _____________________________________ (City/State/Zip) _____________________________________ PROPOSER PHONE: _____________________________________ PROPOSER E-MAIL CONTACT: _____________________________________ AUTHORIZED REPRESENTATIVE: (Printed) _____________________________________ AUTHORIZED SIGNATURE: _____________________________________ DATE: ____________________________________ If contract is renewed, the contract will only be renewed under the same terms & conditions.

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ATTACHMENT B SERVICE SPECIFICATIONS AND SCOPE OF WORK

1. Scope

The Department is seeking no more than one full service respondent that will have the ability to offer the services and features described in Section 1.1.2 of the RFP and this Section for the State’s Internal Revenue Code 401(a) plan (“FICA Plan”) under the provisions of Section 3121(b)(7)(F) of the Internal Revenue Code, pursuant to Section 110.1315, Florida Statutes. The respondent may offer a Brokerage service. Services include accepting and investing payrolls and other off-cycle payments, employee enrollment, communications, offering an industry standard 401(a) record keeping system, participant annual statements, a dedicated website, customer service and phone representatives, and all other aspects of plan administration for the FICA Plan. The respondent may offer other services and products that it believes will be beneficial and adds value to the FICA Plan and its participants at the approval of the Department.

2. Deliverables The selected vendor will complete the following deliverables: The Department will use the following criteria to determine when each deliverable will be considered acceptable and financial consequences that the agency will apply if the contractor fails to perform, per deliverable:

A. Provide annual verification report to indicate the following requirements:

(1) Administrative Services, Trust Services, Record Keeping Services, Educational and Investment Vehicles are provided to all eligible OPS employees.

(2) Respondent must have a Florida business registration, as required by Section 607.1501,

Florida Statutes, which registration is with the Secretary of State

(3) Annual Statements are mailed timely to the home of plan participants.

(4) Respondent is registered with MyFloridaMarketPlace (MFMP).

(5) Respondent is licensed by all Federal and State Authorities that regulate investment products.

(6) Respondent possesses and maintains a plan approval letter from the IRS indicating that

Respondent’s plan is approved under IRS codes and regulations.

(7) Respondent is providing the FICA Plan at no cost to the State of Florida and that each employee’s account balance remains portable.

(8) Required Minimum Distribution report to include Name, Address, Date of Separation

and Date of Birth.

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Failure to provide the annual verification report by the 30th of January will result in a daily service level credit of $100.00 per day until the document is accepted in full by the Plan Administrator.

B. Provide quarterly verification report indicating the following requirements:

(1) Daily back-ups are performed of payroll files and sent off-site for disaster recovery.

(2) All representatives that have contact with OPS employees are trained in the State of Florida Plan procedures and have a background check, Attachment B Section 7.D.

(3) An account summary report that includes information by fund (such as balances,

contributions, transfers, withdrawals etc.). Failure to provide this report by the 10th of each quarter will result in a daily service level credit of $100.00 per day until the information is submitted to the Bureau

C. Formal, in-person portfolio, operation and administrative reviews will be conducted on a semi-annual basis with the Vendor at the Bureau in February and August of each contract year. Prior to each semi-annual review, the Vendor will be given a list of the subjects that will be discussed and responses expected from the Vendor. The Vendor’s Investment Analysts must be present as well as the Vendor’s State of Florida Manager. The Investment Analysts as well as the State Manager must be available to the Bureau during normal business hours. A meeting with the Vendor’s State Manager and its lead Operations Manager will be held on a semi-annual basis at the Bureau each contract year.

Failure to comply will result in a $200.00 service level credit for each meeting missed.

D. The Vendor will pay the Department $45,000 annually to manage the contracted relationship.

Failure to pay $45,000 by May 30th of each year will result in a daily service level credit of $100.00 per day until the fee is received by the Department.

E. Provide an independent annual audit report verifying that a 1% random sampling of participants’ data and account values held by the Vendor are accurate. Include at least the following data elements: a) contributions and transactions are recorded/invested accurately b) account values are accurate c) interest calculations are accurate and match published share price d) investment management fees are accurately applied e) participant account numbers are accurate

Failure to provide the annual audit report by February 1 of the following year will result in a daily service level credit of $100.00 per day until the document is accepted by the Plan Administrator

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3. Minimum Mandatory Requirements

A. There shall be no cost to the Participant or the Department except approved and reasonable investment management expenses for the mutual funds offered in the program.

B. The respondent shall fully accept non-qualified fiduciary responsibility for the FICA plan

assets that come into its custody to the extent of the responsibilities accepted. C. The respondent shall have its principal place of business and corporate charter located and

registered in the United States of America. There shall be no participant data sent off the shores of the United States of America.

D. The respondent shall provide payroll data acceptance, enrollment services, investment

services, phone and customer service representatives, advanced recordkeeping services and technology, participant annual statements, free on-line financial and educational tools and dedicated website to the State of Florida OPS employees.

E. Respondent must be registered with MyFloridaMarketplace (MFMP). F. Respondent must furnish the State a performance bond in the amount of $500,000.00, and

as written in Attachment B, Section 9.7. G. The respondent shall at all times maintain Fidelity Bond as written in Attachment B,

Section 9.7. H. Respondent must be able to accept system interface with the Bureau of State Payroll

Consolidated Miscellaneous Deduction Vendor secured website. I. Respondent’s recordkeeping system must be operational by December 1, 2013 and run side

by side with the incumbent and finish with conversion by January 1, 2014. J. Respondent shall accept offsets to the current payment/files due to cancellations &

adjustments which are processed. K. Respondent shall have the ability to process adjustments to previously received

information. L. Respondent shall monitor all contributions for IRS limits. M. As a minimum qualifications requirement, Respondent must have a Florida business

registration, as required by Section 607.1501, Florida Statutes, which registration is with the Secretary of State.

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4. Services Specifications and Statement of Work

4.1 Investments – The Department seeks investment products for each of the following categories. The QDIA may be a Target Date funds, guaranteed fixed account or stable value fund.

A. Equity Investment Products (Retail Mutual Funds) :

1. Vendors responding to this category shall offer participants mutual funds representing

at a minimum, each of the following investment classes: large, mid, and small capitalization growth and value equity classes, an international equity fund, low cost index funds that do not have a reimbursement or wrap fee, and bond funds.

2. The maximum total reimbursement fee for any single product will be no more than 40 basis points in its portfolios.

3. All mutual fund products must meet the requirements in Exhibit 1.

B. Fixed Income Products: At least one of the products below (1-3) must be provided by

the vendor.

1. Guaranteed Fixed Accounts: The Department desires the Vendor to offer one fixed income product that has a guarantee of principal and interest and must meet the following criteria:

a. Must have a floor. b. No restrictions on withdrawals, transfers or contributions. c. Vendors shall clearly state how the asset in the fixed income product is managed. d. Must be fully liquid. e. Rate must be guaranteed for each quarter. f. There shall be no market adjustment. g. May not have a spread, reimbursement fee, or other fees or combination of fees

which total more than 150 basis points. h. Have no fees for insurance features. i. An information sheet identifying at least the following for its fixed product must be

submitted to the Bureau on a semi-annual basis: 1) Average Maturity and Average Life of the fixed account 2) Effective Duration to Average Maturity and Average Life, as appropriate for

use in the Crediting Rate Formula 3) Market Value vs. Book Value 4) Investment Policy Statement Compliance Letter (semi-annually) 5) Underlying Investment Portfolio guidelines regarding allocation to Sectors,

Ratings, Derivatives, types of securities 6) Sector weightings 7) Average ratings of corporate bonds held and % of whole portfolio with ratings

below BBB+ 8) Crediting Rate Formula

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9) Reporting of any changes in the operation of the fund 10) List of people who can make changes involving the fund

2. Deposit Products:

The guaranteed minimum interest rate for the liquid savings account and the 1, 3, and 5 year Certificate of Deposit (CD) shall be as follows: the US Treasury 90-day maturity yield plus 50 basis points for the savings rate. For CDs, the US Treasury constant maturity yield for the corresponding time period (1, 3, and 5 year) plus 25 basis points. It is desired that those Vendors offering deposit products offer the following:

a. A liquid savings account b. 1 and 3 year CD’s

3. Stable Value Funds (Please provide on a semi-annual basis)

a. Schedule of investments b. Total assets of the Fund c. 30 day effective yield d. Weighted average maturity e. Market Value to Book Value ratio f. Investment strategy g. Fund manager profile h. Historical returns i. Fee structure j. Average credit quality

C. Target Date Funds

1. The Vendor shall demonstrate a credible track record with and dedication to asset

allocation portfolios.

2. The Vendor shall articulate and support its rationale for the proposed Glide-path of the portfolio, as well as for portfolio construction, including allocation over time to various asset classes and sub-asset classes within US equity, non-US equity, fixed income, and short term fixed income.

3. The Vendor must articulate and demonstrate effective risk control processes.

4. All fees must be identified and reasonably set given the allocation to various asset classes and sub-asset classes utilized to achieve desired outcomes. For “funds of funds,” the Vendor shall not assess an “asset allocation overlay fee.”

5. The benchmark construction must be documented and supported, and a credible rationale provided.

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6. The Vendor shall report semi-annually performance attribution analysis relative to its benchmark.

7. The Vendor shall be able to articulate and demonstrate the benefits of their product's performance relative to typical participant-crafted portfolios.

D. Investments with a Lifetime Income Account (Not required)

The Department will evaluate parameters relating to return and cost. The Department will also evaluate such investments with regard to portability in the event that a Participant seeks to change investments, if a Provider’s Contract is terminated or a provider contract is non-renewed.

E. Low-cost Index Funds The Department seeks to provide Participants with low-cost index funds. The investment management fee for these funds shall be at or below the following. The vendor is required to have at least one low-cost Index fund in its portfolio.

1. Large blend 20 basis points 2. Total international stock market 26 basis points 3. Small cap blend 31 basis points 4. Mid-cap blend 26 basis points 5. Total stock market 18 basis points 6. Bond – short term 22 basis points 7. Bond – intermediate 22 basis points 8. Bond- long term 22 basis points

The fee limitations in Paragraph E above apply only to the low-cost index funds and do not preclude a Vendor from offering additional low cost funds. Refusal by a Vendor to offer a low-cost index fund which meets the above standards for management fees in response to this RFP will be disqualified. The availability of such funds has been determined by the Department to be important to the goal of providing value for Participants.

F. The inclusion of additional types of investment products not identified above is

encouraged. The Department will consider a variety of products. The provision of innovative products which serve the best interest of the State in providing reasonable costs, performance, diversification and controlled risk to the deferred compensation participant will be given positive consideration in evaluating proposals.

4.2 Advisory and Managed Account Service In addition to the investments described in paragraph 4.1 above, the Department seeks an advisory or managed account service as an option for Plan Participants who desire such an option. This service is not mandatory. This service may be offered for a reasonable fee.

The following conditions apply to this service:

A. The Vendor will provide this service for a reasonable fee to participants who use it, but will not require Participants who do not use the service to be charged an additional fee.

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B. Enrollment documents, solicitations, and fee disclosures made to Participants are subject to the prior approval of the State FICA Plan Administrator, and shall not be used without such prior approval.

C. Solicitations and enrollment documents shall clearly describe all fees to Participants, and each Participant must initial the fee disclosure document. The initialed disclosure document shall be retained by the Vendor. Vendor shall provide an independent financial advisory service that is not an affiliate or employee of the vendor company.

D. All advice given to Participants by the Vendor or the financial advisor shall comply with Employee Retirement Income Security Act of 1974 and other Department of Labor guidelines.

E. The Vendor shall ensure that Participants complete a client profile for all financial data they would like included in their personal financial advice plan.

F. It is presumed that the FICA plan is only one component of a Participant’s retirement

planning. Any advice that is not based on a Participant’s overall retirement funding is incomplete. The service shall provide for the inclusion of all significant retirement assets of Participants and their partner, in order to provide an integrated, comprehensive basis for a Participant’s retirement planning.

G. The financial advice and the resulting managed account must always serve the best interest of Participants, and shall not be provided in a manner that unduly favors products or services for which the advisor receives financial remuneration or products and services in which the advisor has a vested interest.

H. Participants shall be provided with a face-to-face personal meeting with their financial

advisor to be provided necessary financial information and analysis.

I. Each Participant shall be provided a written financial analysis, reasonable wealth projections, and annual statements specific to the Participant’s circumstances, based upon on-going monitoring of the Participant’s accounts and needs.

J.Participants shall be given the choice to preauthorize the financial advisor to implement the

advice and future rebalancing of their portfolio if the Participant has a contract with the Vendor for financial advice.

5. Communication and Education The respondent shall provide educational support to its Participants in the Program so they have a clear understanding of the FICA Plan. This function will consist of retirement-related financial education that can be demonstrated to afford value to Participants. All educational materials must be prepared under the assumption that the employee is a novice investor. The respondent will provide ongoing plan orientation, education and enrollment to newly hired OPS employees so they

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have a clear understanding of the program. Orientation may be done in person or through electronic mechanisms, provided the employee has access to discuss verbally via a toll-free number and/or in person by appointment. In addition, the respondent will provide customer services so that OPS employees have access to information about the status of their accounts and responses to questions they may have about the plan and their options for investment, rollovers, and distribution of funds.

A. The respondent’s educational role will include, but not be limited to: distributing

educational materials, providing free retirement planning financial and educational tools and on-line advice, and offering financial planning guidance on matters such as investment diversification, investment risks, investment costs, and proper asset allocation. Investment advice shall consist of thorough and balanced recommendations. The respondent shall prepare, print, and provide written and web materials (including forms) on all of its investment product(s) and services. The respondent shall provide approved general financial educational materials to Participants. The respondent shall absorb all costs of mailing the materials, including addressing the envelopes, inserting communication pieces, and postage. Materials developed by the respondent for state employees or Plan Participants use shall be submitted to the Plan Administrator for review, editing, and approval, with adequate time as determined by the Bureau for approval.

B. The communication strategy for the Program is designed to effectively communicate all

aspects of the program by accurately communicating risks and benefits and explaining the considerations necessary for financially reasonable retirement planning. The respondents shall work with the Bureau to create, implement, and manage an educational program directed towards State OPS employees to accurately inform OPS employees about the Plan. Communication about the Program will be done by the respondent.

C. Quarterly, the respondent will communicate with their Participants that have terminated their employment in the prior quarter to insure that the Participant makes an informed decision as to whether to leave their 401(a) assets in the FICA plan or roll it into another pretax plan.

D. Should the Participant obtain full time employment with the State of Florida, their 401(a) assets will be rolled into the State of Florida IRC 457(b) program.

6. Participant Forms and Procedures

A. Prior to the new contract period, the Vendor shall have an adequate supply of “Enrollment

Booklets” that will be mailed to the Participant upon employment that will include Enrollment forms, as well as Question and Answer sheets, plan overview documentation and Investment talk sheets showing the returns and expenses of investments offered for the FICA program. Each booklet shall have a detailed attachment provided by the Vendor explaining how to complete the forms and shall accompany any and all forms sent to Participants during the transition and contract periods. The Vendor is required to have all forms and information that are sent to the Participants approved by the Bureau prior to distribution.

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B. The Vendor shall on a daily basis:

1. Date stamp all incoming forms. 2. Review each form for accuracy and completeness. 3. Enter all data on the form including address changes into their system. 4. Store all documents and participant changes for the life of the contract.

C. Once a Participant’s record has been entered into the Vendor’s system and/or a change has been made to an account, a written or email confirmation shall be sent to the Participant within two days of the change. A written confirmation shall be sent to the Participant’s address of record and shall summarize the activity that has taken place.

D. The Vendor shall permit Participants to make changes to their account by the following

methods: 1. Through written forms. 2. Through the Vendor’s website. 3. Through the Vendor’s customer service toll-free recorded line.

7. Phone Specialists

A. On or before December 1, 2013, a Participant toll-free telephone support line shall be operational and available for testing and dedicated to OPS State of Florida employees. As of January 1, 2014, the support line must be staffed with a sufficient number of qualified representatives to the Program who are appropriately credentialed and well-trained in all aspects of the State of Florida’s FICA Plan.

B. The Vendor shall employ a sufficient number of trained phone representatives to effectively service the State of Florida OPS Participants, and be available 7:00-7:00 Eastern Time to respond to the Participants. The service representatives shall be available to answer Participant questions between the hours of 7:00 a.m. Eastern Time and 7:00 p.m. Eastern Time each business day, unless the Department agrees to alternative hours. Respondent’s client service representatives shall be able to answer all reasonably anticipated Participant questions about investment products offered by the Provider, received in writing or over the telephone, including questions about each product’s performance. Changes to investment allocations shall be made to the Participant’s account and record the date they are requested. Investment transfers received by 4:00 p.m. Eastern Time shall be made before the beginning of the next business day, using the previous day’s net asset value, unit or share value.

C. Specialists shall enroll new Participants and effectively service existing Participants.

D. Each Specialist must hold and present upon request to the Administrator a copy of the

Specialist’s Florida resident or nonresident Life and Variable Annuity License, FINRA registration, and FBI background check to conduct business in a branch location registered with the State of Florida Department of Financial Services. A background check consistent

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with Section 943.053, Florida Statutes, shall be completed on each specialist who will work on site. The Vendor must provide an attestation that a background check has been conducted on those specialists. Background checks are to be obtained by the Vendor online from the Florida Department of Law Enforcement at https://web.fdle.state.fl.us/search/app/default. A confirmation of the check is to be provided upon request before the requested staff may work on site. The Bureau reserves the right to reject proposed personnel based on background check information. The Vendor is responsible for payment of, and retaining records relating to, employee security checks, which records are exempt from Chapter 119, Florida Statutes.

E. All Specialists that have contact with the States FICA Plan participants must attend senior

suitability training and be certified. Upon an OPS employee enrollment, the Specialist shall provide the employee with an “Enrollment Booklet” that will include Enrollment forms, as well as Question and Answers sheet, plan overview documentation and Investment talk sheets showing the returns and expenses of investments offered for the FICA program.

F. Respondent shall be responsible for continuous training of their Specialists and other

personnel, including administrative personnel and phone representatives, with regard to its Investment Products and the FICA plan and any ancillary topics as the Department deems necessary.

G. All advertising and sales materials for securities shall be sent by the Respondent to FINRA for its review. The Respondent shall advise the Administrator of any objection or comment made to the proposed material by FINRA and shall furnish a copy of any written communication concerning any objections or comments to the Administrator.

H. No Specialist, when acting as a Specialist, shall use the FICA Plan as a means for the sale of other products or services other than the products approved by the Department for the IRC 457(b) plan. This includes a “plan to plan” roll out.

I. The Respondent shall ensure that the personnel answering the customer service lines are

properly trained and qualified to provide accurate information on the Plan’s information, procedures and its investment offerings. The Respondent shall ensure that information is provided in a manner consistent with all insurance and securities laws and that all personnel who provide such information are properly licensed with all required regulatory agencies.

J. The Respondent will be required to maintain records providing daily information associated with a Participant’s allocated account, including but not limited to: investment balances, allocations, contributions, transfers, distributions, earnings, investment management fees, redemption fees, frequent trading fees, current demographic information including physical and email addresses, places of employment, beneficiaries, and any other information necessary for the proper administration of a Participant’s account.

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K. All calls must be recorded, and 75% of calls must be answered by customer service representatives for this Plan within 20 seconds, with no call being placed on hold or in a queue for more than 30 seconds.

L. Website response – Actions requested by Participants via the website must be posted within 24 hours. Confirmation must be sent to the Participant once the Participant has made an edit to their account.

8. Operational Requirements

A. Participant contributions must be invested, as directed by the Participant, on the same day

if the Respondent receives the Participant’s contribution and confirmation of contribution by 2 pm ET. Confirmation of the contribution shall be sent to Bureau’s staff by email.

B. Provide ongoing operation duties as outlined in Attachment B, Section 9.

C. Be able to quickly respond during the testing period to ensure that the established timeline for implementation is not prolonged.

D. Be able to download from a secure website a delimited file for processing of the detail

information.

E. Accept offsets to the current payment/files due to cancellations & adjustments which are processed.

F. Have the ability to process adjustments to previously received information.

G. Be able to utilize BOSP CMDV secured website. H. Perform all limits monitoring. BOSP will have edits in place but ultimate responsibility

shall be on the Respondent.

I. Confirmation notices must be sent by Respondent to the Bureau immediately upon receipt of any contributions.

9. Operations

9.1 Distribution:

A. The Vendor shall offer a full selection of distribution options to Participants. These options shall include, but not be limited to:

1. life annuities 2. life annuities with period certain 3. joint and last survivor annuities 4. designated period annuities

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5. systematic withdrawal options 6. fixed dollar amounts 7. fixed designated period amounts 8. lump sum payments 9. pre-authorized withdrawals without restrictions

10. lifetime guaranteed minimum withdrawal benefits

B. Participants shall be permitted to change their distribution options without penalty to the Participant, unless the Participant is made aware of charges for these changes and have acknowledged this with their signature.

C. All investment management fees must be reasonable, transparent, and fully disclosed to Participants. All fee disclosures will be in compliance with the Federal regulations.

D. The Vendor’s Plan to Plan transfers out will be monitored by the Department to ensure that the Vendor is in compliance with the provisions of the Plan Document and the Contract.

E. All distribution options must be capable of transfer to another Vendor should the Vendor not be renewed at the end of the contract period. Any such transfer shall be accomplished at no cost to the Participants or to the State of Florida.

F. Upon a distribution request, the Vendor shall provide all Participants a tax notification with all required identification on the notice.

G. All distributions must be in compliance with the Contract.

9.2 Statements:

A. Annual statements shall disclose all investment management fees in dollars. Fee disclosure must be in compliance with federal regulations. In addition, the annual statements must include all quarterly transactions, earnings, share price, and number of shares purchased and owned.

B. Statements shall be mailed to the Participant by the 10th business day of the following

the calendar year.

C. All statement information shall be clearly disclosed to the Participant. D. Statements shall include 1, 3, 5, 10 year returns for all of the Vendor’s investments

available to state Participants. E. The annual statement may be provided on-line with the Participant’s prior approval.

F. A communication letter of plan explanation and information must be included with

each statement whether the statement is sent regular mail or emailed.

9.3 Respondent State Program Dedicated Web site:

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The Vendor will provide a website dedicated to the State of Florida FICA Plan and will be responsible for providing correct and current information and maintenance of this site. The purpose of this website is to be informative, educational and aid Participants in gaining a better understanding of investing and the importance of saving for retirement.

This site shall include: Participant account balances and transaction history, available fund options, 1, 3, 5, 10 year performance information for investment products including daily share or unit prices and investment performance history for individual employee accounts, all fund expenses, fund indexes (as indicated by Morning Star), investment strategies, benefits of tax-deferred investing, free on-line financial educational tools, information on financial literacy, and other areas pertinent to retirement planning. It shall also include a tool for suggested portfolio allocations, “real-time” market quotes, essential topics such as the basics of investing, retirement planning concepts, any pertinent tax-law changes, and a glossary of commonly used investment terms. This website should also have the capability to allow a Participant to make investment allocation and demographic changes. All content for this website must be approved by the Plan Administrator prior to posting and shall not constitute an extra cost to Participants or to the State of Florida. The Website shall post all current State of Florida FICA Plan and Vendor forms on its site for participants to download. These forms must be able to be faxed or emailed back to the company. 9.4 Other Requirements

A. If the current Vendor is not renewed at the end of the 5-year contract period, the

Participants’ accounts will be mapped to funds with similar investment objectives, and transferred upon authorization of the Department. The transfer of participants account will be at no cost to the participant or the Department. The Transfer will take place with thirty (30) days after the current vendor is notified by the Department. Participants in distribution must also be allowed to transfer to the new Vendor from the non-renewed Vendor within thirty (30) days after the Department notifies the current Vendor. There shall be no interruption to the participant’s deferrals or investments.

B. The Vendor will comply with the State of Florida Unclaimed Property reporting

according to Section 717.117, Florida Statutes. C. The Vendor will comply with the Bureau’s “Settlement” check distribution

procedures, Exhibit 2.

D. Formal, in-person portfolio, operation and administrative reviews will be conducted on a semi-annual basis with the Vendor at the Bureau in February and August of each contract year. The Vendor’s Investment Analyst and Operations Manager must be present as well as the Vendor’s State of Florida Manager. Prior to each semi-annual review, the Vendor will be given a list of the Investment items that will be discussed and responses expected from the Vendor. Phone conferences are not acceptable.

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E. At the Plan Administrator’s discretion and for cause, an audit, investigation, or other evaluation of the accuracy of transactions relating to the FICA Plan will be conducted by an outside vendor to act as the Plan Administrator’s agent. The Vendor will be required to provide the requested Participant information at the request of the Plan Administrator. The audit will be conducted at the expense of the Vendor.

F. Title to all property furnished by the Department under this Contract shall remain in the Department, and the Contractor shall surrender to the Department all property of the Department prior to settlement upon completion, termination, or cancellation of the Contract. All deliverables and reports generated by the Contractor and delivered to the Department, and all of the data collected or created for or provided by the Department (State data) under this Contract shall become and remain the Department's property upon receipt and acceptance. All work materials developed by the Contractor under this Contract and any prior agreement between the Parties shall be deemed to be work made for hire and owned exclusively by the state of Florida, Department of Financial Services.

9.5 Implementation Plan The Contractor shall be fully operational and capable of providing the services and meet the requirements specified herein by the Department’s Go Live date of January 1, 2014. The Department will meet with the selected Proposer after the notification of successful award to discuss its proposed draft implementation plan and anticipated timeframes, and to determine if additional information or resources are needed to complete the final implementation plan. The Proposer shall participate in both face-to-face meetings and conference calls with the Department prior to the start date of the resulting Contract, if requested by the Department for purposes of coordinating implementation activities and finalizing the Contractor’s implementation plan. The selected Proposer shall develop and submit to the Department’s designated contract manager or his/her designee a comprehensive final implementation plan no later than five (5) Business Days after Contract execution. At a minimum, the final implementation plan shall include identification of:

1. Activities/steps that the Contractor shall undertake during the period between the Department’s notification of successful award and the start date of the resulting Contract, including anticipated timeframes and interdependencies between the activities;

2. Activities/steps that the Contractor shall undertake after the start date of the Contract,

including anticipated timeframes and interdependencies between the activities;

3. Identification of Contractor staff responsible for each activity/step;

4. Identification of any known or potential risks in the Contractor being able to provide the services described herein by the Department’s Go Live date of January 1, 2014, and identification of any Department assistance or information that may be needed to mitigate such risks.

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The Department reserves the right to request modifications to the Proposer’s final implementation plan prior to approval. Any deviation by the Contractor from the Department-approved final implementation plan will be regarded by the Department as a material breach and all remedies provided for in this RFP shall become available to the Department, except when due to reasons beyond the control of the Contractor and prior Department approval has been provided in writing. 9.6 Modifications The Statement of Work represents what the Department believes to be in the best interest of the State. The Department reserves the right to change, add, or delete any requirement from the Statement of Work if the Department deems it to be in the best interest of the State. In addition, the Department reserves the right to withdraw and/or cancel this solicitation at any time, at no cost to the State, prior to a duly authorized and executed contract.

9.7 Insurance

A. Insurance and Fidelity Bond

The Contractor shall, as of the contract effective date and at all times during the contract term, maintain a fidelity bond or cash deposit with the State Treasury in the amount of ten percent (10%) of assets invested with Contractor under the FICA Program at the end of each calendar year. The fidelity bond will insure against computer crime among other things, and must be issued by an insurer holding a valid certificate of authority from the Florida Office of Insurance Regulation. The bond must provide coverage against intentional acts as well as negligent acts or omissions in connection with its activities under the Contract and shall name the Department as an additional named insured. The fidelity bond must be made available to inspection by the Program Administrator, and shall not be changed, cancelled, or altered without express approval by the Program Administration.

B. Contract Performance Bond

Before the effective date of the contract, the Respondent must furnish a Performance Bond or Letter of Credit written by an insurance company having a certificate of authority to do business within the State of Florida. The Performance Bond or Letter of Credit shall contain a specific provision for the payment to the Chief Financial Officer on behalf of the State, of liquidated damages in the amount of $500,000.00 in the event that the Respondent is terminated for cause, to compensate the Plan Administrator for damages and expenses incurred. As an alternative, the Respondent may deposit $500,000 in the State Treasury Cash Deposit Trust Fund for this purpose. Funds placed in this trust fund will earn interest for the Respondent.

C. Subcontractor Insurance Requirements

Contractor shall require each of its subcontractors to secure and maintain the above insurance coverage and Contractor shall also be a named insured. Such coverage may be reduced with the consent of the Contract manager since certain subcontractors have potentially less exposure in liability than other subcontractors. Except as agreed in a separate writing, no self-insurance coverage shall be acceptable unless Contractor is licensed or authorized to self-insure for a particular coverage listed above in the state of

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Florida, or is an in insured member of a self-insurance group that is licensed to self-insure in the State of Florida.

9.8 Cooperation in the Event of a Subsequent Contractor If the Department enters into a contract with a subsequent contractor related to the services described herein, the Contractor agrees to cooperate fully with the subsequent contractor. Such requirement shall exist notwithstanding the reasons for the retention of the subsequent contractor, including but not limited to cancellation, termination or expiration of the Contract with the Contractor. The Contractor shall not commit any act that will interfere with the performance of work by any subsequent contractor. If the Contract, or any portion of the Contract thereof, is terminated for any reason prior to its completion, the Contractor agrees to provide all reasonable assistance requested by the Department to facilitate the orderly transfer of services to the Department or its designee(s) in a manner designed to minimize interruption and adverse effect. Such assistance will be deemed to be by the parties to be governed by the terms and conditions of this Contract (notwithstanding its termination) other than any terms or conditions that do not reasonably apply to such assistance. 9.9 Cooperation with other Contractors As directed by the Department, the Contractor agrees to cooperate fully with other contractors retained by the Department, and shall not commit any act that will interfere with the performance of work by any other contractor of the Department. 9.10 Guarantee of Parent Corporation In the event the Contractor is a subsidiary of another corporation or other business entity, the Contractor asserts that its parent corporation will guarantee all of the obligations of the Contractor for purposes of fulfilling the obligations of the Contract. In the event the Contractor is sold during the period the Contract is in effect, the Contractor agrees that it will be a requirement of sale that the new parent company guarantee all of the obligations of the Contractor. 9.11 Supplemental Obligations Regarding Personal Information In addition to Contractor’s other obligations, participant Information and Data Security and Confidentiality, in the case of any Personal Information contained in or constituting part of the Department’s confidential information or data:

A. The term “personal information” means an individual’s first name, first initial and last name, or any middle name and last name, in combination with any one or more of the following data elements when the data elements are not encrypted: 1. Social security number. 2. Driver’s license number or Florida Identification Card number. 3. Account number, credit card number, or debit card number, in combination with any

required security code, access code, or password that would permit access to an individual’s financial account.

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For purposes of this section, the term “personal information” does not include publicly available information that is lawfully made available to the general public from federal, state, or local government records or widely distributed media. B. Unless otherwise agreed, the Contractor will process and store all Personal Information in

the United States, and will not transfer, process, or maintain Personal Information in any other jurisdiction without the Department’s prior written consent.

C. In addition to the foregoing, the Contractor will comply with all laws applicable to Personal

Information and the handling, security and transfer thereof in any relevant jurisdictions, whether such laws are in place as of the Effective Date of the Contract or are enacted, adopted, or otherwise come into effect during the Term of the Contract. The Contractor and Department agree to cooperate to enter into any appropriate agreements relating to such new laws as and when they apply, including data processing contracts between the Contractor and the Department.

D. The Contractor will be and will remain familiar and in compliance with all laws and

changes in laws applicable to (i) the organizational and security measures to be implemented and maintained by the Contractor and/or at Contractor Service Delivery Centers to safeguard Personal Information, and (ii) the restrictions or prohibitions on the use or disclosure of Personal Information by the Contractor. If the Parties are unable to agree on the impact of any such law or changes in such laws on the Contractor’s performance of and/or Department’s receipt and use of the Services, the Department will retain the right, in its sole discretion, to interpret such laws or change in laws.

E. The Contractor agrees that it will not use Personal Information and identifying addresses

and telephone numbers for any purpose other than the fulfillment of the Contractor’s obligations under the Contract. The Contractor will not process, transfer or disseminate Personal Information without the approval of the Department unless expressly provided for in the Contract. The Contractor will take appropriate action to cause all Contractor Personnel having access to Personal Information to be advised of, receive training on, and comply with the terms of this section regarding their handling of Personal Information. The Contractor will be responsible for any failure of the Contractor Personnel (or other representatives of the Contractor) to comply with the requirements of the Contract regarding Personal Information.

F. When interfacing with the Department regarding Personal Information, the Contractor will

only disclose or transmit Personal Information to those Department employees and representatives who have been authorized to receive it by the Department.

G. If the Contractor has knowledge of any unauthorized disclosure of or access to Personal

Information, the Contractor will, in addition to its other obligations as specified in the Contract, cooperate with the Department in providing any notices that the Department deems appropriate.

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H. To the extent any unauthorized disclosure of or access to Personal Information is attributable to a breach of the Contractor’s obligations under the Contract, the Contractor will bear the costs incurred by the Contractor (and other entities and persons for which the Contractor is responsible) in complying with its legal obligations relating to such breach and, in addition to any other damages for which the Contractor may be liable under the Contract, the following costs incurred by the Department in responding to such breach, to the extent applicable:

1. the cost of providing notice to affected individuals, 2. the cost of providing notice to government agencies, credit bureaus, and/or other

required entities, 3. the cost of providing affected individuals with credit monitoring services for a

specific period not to exceed twelve (12) months, to the extent the incident could lead to a compromise of the data subject’s credit or credit standing,

4. call center support for such affected individuals for a specific period not to exceed thirty (30) days,

5. the cost of any other measures required under applicable Law, and 6. any other Losses for which the Contractor would be liable under the Contract.

9.12 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.

B. The Department’s maximum liability for any damages, regardless of form of action, shall in

no event exceed the fees paid to Contractor for the relevant products and services giving rise to the liability, from the installation of products or the date of performance of the applicable services.

9.13 Remedies for Non-Performance To the extent that financial consequences are not further specified in the Contract, the following apply:

A. The 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 the amounts as stated for each applicable deliverable in the statement of work for each day the Contractor fails to complete agreed upon work after expiration of the time

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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.

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.

B. Step-in Rights

1. For noncompliance by the Contractor with tasks related to public records, the Department at its option may enforce these provisions by exercising “Step-In” rights as described below:

a. If the Department exercises its Step-In rights, the Contractor must cooperate fully with the Department (including its personnel and any third parties acting on behalf of the Department) and shall provide, at no additional charge to the Department, all assistance reasonably required by the Department as soon as possible, including:

b. Providing access to all relevant equipment, premises and software under the Contractor’s control as required by the Department (or its nominee); and

c. Ensuring that the Contractor personnel normally engaged in the provision of the public records tasks are available to the Department to provide assistance which the Department may reasonably request.

2. The Department’s Step-In rights will end, and the Department will hand back the

responsibility to the Contractor, when the Contractor demonstrates to the Department’s reasonable satisfaction that the Contractor is capable of resuming provision of the affected Public Records tasks in accordance with the requirements of the RFP and that the circumstances giving rise to the Step-In right cease to exist and will not recur.

3. The Contractor must reimburse the Department for all reasonable costs incurred by

the Department (including reasonable payments made to third parties) in connection with the Department’s exercise of Step-In rights and provision of the affected public records tasks (“Step-In Costs”).

9.14 State property Title to all property furnished by the Department under this Contract shall remain in the Department, and the Contractor shall surrender to the Department all property of the Department prior to settlement upon completion, termination, or cancellation of the Contract. All deliverables and reports generated by the Contractor and delivered to the Department, and all of the data collected or created for or provided by the Department (State data) under this Contract shall become and remain the Department's property upon receipt and acceptance. All work materials developed by the Contractor under this Contract and any prior agreement between the Parties shall be deemed to be work made for hire and owned exclusively by the state of Florida, Department of Financial Services.

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ATTACHMENT C Vendor Certification Regarding

Scrutinized Companies Lists

Respondent Vendor Name: _____________________________________________________

Vendor FEIN: ___________________

Vendor’s Authorized Specialist Name and Title: __________________________________

Address: ____________________________________________________________________

City: _____________________ State: ___________________________ Zip: ______________

Phone Number: ____________________________________

Email Address:

Section 287.135, Florida Statutes, prohibits agencies from contracting with companies, for goods or services over $1,000,000, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. Both lists are created pursuant to Section 215.473, Florida Statutes. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the section entitled “Respondent Vendor Name” is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney’s fees, and/or costs.

Certified By: __________________________________________________________,

who is authorized to sign on behalf of the above referenced company.

Authorized Signature Print Name and Title:_________________________________________

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

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

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

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

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

If not a Florida-based business as defined in paragraph C above, attach a written opinion of an attorney at law licensed to practice law in that foreign state, as to the preferences, if any or none, granted by the law of that state to its own business entities whose principal places of business are in that foreign state in the letting of any or all public contracts.

_____D. The response is from a Florida-domiciled entity

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

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

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

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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 E Standard Contract

All prospective Proposers should review the proposed standard contract language contained below. In responding to this RFP, a prospective Proposer has agreed to accept the terms and conditions of the contract specifications contained in this attachment. The Department reserves the right to make no substantive modifications to the contract specifications if it is deemed to be in the best interest of the Department or the State of Florida.

Contract No.________ STATE OF FLORIDA

DEPARTMENT OF FINANCIAL SERVICES AND

THIS CONTRACT (“Contract”) is entered into between the State of Florida Department of Financial Services, 200 East Gaines Street, Tallahassee, Florida 32399 (“Department”) or its successor, and __________(Contractor Name)___________ (“Contractor”), collectively referred to as “Parties”, effective as of the last date signed below. WHEREAS, pursuant to Section 110.1315, F.S., the Department is responsible for the alternative retirement income security program under the provisions of Section 3121(b)(7)(F) of the Internal Revenue Code of eligible temporary and seasonal employees of the state who are compensated from appropriations for other personal services; WHEREAS, the Contractor, as an independent contractor of the Department, has the expertise and ability to faithfully perform such services. NOW THEREFORE, in consideration of the services to be performed for the mutual covenants and conditions hereinafter set forth, the Parties agree as follows: 1. Contract (a)Definitions. When used in this Contract, these terms shall have the following meanings:

1. Business Day – Monday through Friday, inclusive, except for holidays declared and

observed by the State of Florida 2. Calendar Day – Monday through Sunday, inclusive of holidays declared and observed

by the State of Florida, except that if the last day counted falls on a Saturday, Sunday, or State of Florida-observed holiday, the due date shall be the next Business Day thereafter

3. Contract Manager – An individual designated to be responsible for the management

of the Contract

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4. Contract Year – Twelve months following the date on which the Contract was

executed, and each subsequent twelve months thereafter of the Contract term 5. Department or DFS – Department of Financial Services, or Chief Financial Officer.

These terms may be used interchangeably 6. Division or DT – Division of Treasury, that part of the Department of Financial

Services for which the services described in this Contract are to be provided, or its successor at law

7. F.A.C. – Florida Administrative Code 8. Fiscal Year – State of Florida fiscal year period beginning July 1 and ending June 30 9. State – State of Florida, or its successor at law 10. Statewide – All Florida counties 11. Subcontractor – A third party that has contracted with the Contractor to perform any

portion of the scope of services specified in the Contract

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

• The Contract document; • The documents and materials attached to or incorporated by reference in the

Contract including the approved final version of the Statement of Work; • The solicitation and PUR 1000 and 1001 as modified.

2. Services and Deliverables and Delivery Schedule

The Contractor agrees to render the services as set forth in in accordance with the Department’s Request for Proposals (RFP), RFP # DFS (TR) 12/13- 19 and its attachments, and with the Contractor’s accepted proposal to said RFP. The Contractor’s performance shall be subject to all the terms, conditions and understandings set forth herein, including State of Florida Form PUR 1000, General Conditions incorporated herein by reference and available at http://www.dms.myflorida.com/business_operations/state_purchasing/vendor_information/state_contracts_agreements_and_price_lists/state_term_contracts/archive/carpet_flooring_materials_expired2/forms_and_other_information/complete_contract_general_instructions_to_respondents_pur_1000. The services, reports or other units of deliverables specified herein shall be delivered or otherwise rendered by the Contractor on behalf of the Department in accordance with the schedule provided in RFP # DFS (TR) 12/13- 19.

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3. Term of Contract.

The initial term of the Contract is five (5) years, beginning November 1, 2013 or the date on which the Contract is signed by both Parties, whichever is later, with services anticipated to begin on January 1, 2014. By mutual agreement of the parties, and pursuant to Section 287.057(13), Florida Statutes, the Department may renew the Contract for a period of up to five (5) years beyond the initial term of the Contract. Renewal shall be contingent upon availability of funds and satisfactory performance by the Contractor. Any renewal is subject to the same terms and conditions as the original Contract.

4. Payment. Legislation authorizing establishment of the OPS program does not authorize payment to be made by the state to the Contractor for providing services. All administration and operations will be performed by the Contractor. The Contractor will pay $45,000 annually to the Department in costs for the Department to manage the program. In accordance with the RFP # DFS (TR) 12/13- 19 the Contractor will provide and administer this program without any administrative charges to the State of Florida or plan participants. Fee exceptions will be investment fund management expenses and they will be reasonable and competitive. In addition, all start-up or implementation costs will be borne by the Contractor.

5. Performance Standards and Acceptance.

a) All of the Contractor’s Deliverables related to these commodities or 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 Statement of Work as incomplete, inadequate or unacceptable due in whole or in part to the Contractor’s lack of satisfactory performance under the terms of this Contract. The Department, at its option, may allow additional time within which the Contractor may remedy the objections noted by the Department and the Department may, after having given the Contractor a reasonable opportunity to complete, make adequate or acceptable said deliverables, including but not limited to reports, declare this Contract to be in default. All status reports must be submitted timely showing tasks or activities worked on, attesting to the level of services provided, hours spent on each task/activity, and upcoming major tasks or activities.

b) Performance Standards. The Contractor warrants that: (1) the Services will be performed

by qualified personnel, (2) that the services will be of the kind and quality described in the Statement of Work, (3) the services will be performed in a professional and workmanlike manner in accordance with industry standards and practices, (4) the services

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shall not and do not infringe upon the intellectual property rights, or any other proprietary rights, of any third party, and (5) that its employees shall comply with any security requirements and processes as provided by the Department, or provided by the Department’s customer, for work done at the Department or other locations. The Department reserves the right to investigate or inspect at any time whether the services or qualifications offered by the Contractor meet the Contract requirements. If the Department determines that the qualifications or financial standing are not satisfactory, or that performance is untimely, the Department may terminate the Contract.

6. Information and Data Security and Confidentiality.

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

b) Loss of Data. In the event of loss of any State data or record where such loss is due to the negligence of the Contractor or any of its subcontractors or agents, the Contractor shall be responsible for recreating such lost data in the manner and on the schedule set by the Department at the Contractor’s sole expense, in addition to any other damages the Department may be entitled to by law or the Contract. In the event lost or damaged data is suspected, the Contractor will perform due diligence and report findings to the Department and perform efforts to recover the data. If is unrecoverable, Contractor will pay all the related costs associated with the remediation and correction of the problems engendered by any given specific loss. Further, failure to maintain security that results in certain data release will subject the Contractor to the remedies for failure to comply with Section 817.5681, Florida Statutes, together with any costs of the Department for responding to such a breach of security caused by the Contractor.

c) Data Protection. No Department data or information will be transmitted to, stored in,

processed in, or shipped to off-shore locations or out of the United States of America regardless of method, except as required by law. Examples of these methods include (but are not limited to): FTP transfer, DVD, tape, or drive shipping; regardless of level of encryption employed. Access to DFS data shall only be available to approved and authorized staff, including remote/offshore personnel, that have a legitimate business need. Requests for remote access shall be submitted to the Department’s Help Desk. With approval, third parties may be granted time-limited terminal service access to IT

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resources as necessary for fulfillment of related responsibilities. Third parties shall not be granted remote access via VPN, private line, or firewall holes. Requests for exceptions to this provision may be submitted to the Department for approval. All remote connections are subject to detailed monitoring via two-way log reviews and the use of other tools, as deemed appropriate. When remote access need changes, access shall be removed promptly. The Contractor shall encrypt all data transmissions containing confidential or confidential and exempt information. Remote data access must be provided via a trusted method such as SSL, TLS, SSH, VPN, IPSec or a comparable protocol approved by DFS. Confidential information must be encrypted using an approved encryption technology when transmitted outside of the network or over a medium not entirely owned for managed by the Agency. The Contractor agrees to protect, indemnify, defend and hold harmless the Department from and against any and all costs, claims, demands, damages, losses and liabilities arising from or in any way related to the Contractor’s breach of data security or the negligent acts or omissions of the Contractor related to this subsection.

d) Public Records.

1. The parties shall not be required to disclose to the public any materials protected

by law, and disclosure of any confidential information received by the State of Florida will be governed by the provisions of Article I, s. 24 of the State Constitution, and the Florida Public Records Act, Chapter 119, Florida Statutes, and exceptions thereto. The provision of redacted contract information on a website for public viewing does not substitute for the duty of the Department nor a state contractor to respond to a public records request. The response to the requestor may include referral to the website for viewing the identical (redacted) version. Should the Contractor provide information deemed confidential or exempt from the Florida Public Records Act, then the Contractor shall place such information in an encrypted electronic form or a sealed separate envelope and provide the Department with an additional copy of its documentation containing such information that has been redacted to conceal only that information that the Contractor claims to be confidential. The Contractor is responsible for becoming familiar with the Florida Public Records Act with regard to records associated with the Contract. If a public records request is made to the Contractor, the Contractor will: immediately notify the Department of such request; process the request as approved by the Department’s Public Records section; and provide the Department progress status reports; and provide a copy of its intended redacted version in case there is a public records request. For noncompliance by the Contractor with Section 119.0701, Florida Statutes, or the above requirements regarding response to public records requests (collectively Public Records Tasks), the Department at its option may enforce these provisions by exercising “Step-In” rights as described in the contract section regarding remedies or according to the termination provisions of the contract or both. If a public record request is made to the Department for documentation related to this solicitation and the resulting Contract, the Department will notify the Contractor of such request if the Contractor has provided the Department with a notice of trade secret or other

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confidentiality as noted above. If a public record request is made to either party, the Contractor shall be solely responsible for taking whatever action it deems appropriate to legally protect its claim of exemption from the public records law. The Contractor acknowledges that the protection afforded by Section 815.045, Florida Statutes, is incomplete, and it is hereby agreed that no right or remedy for damages against the Department arises from any disclosure based on the Contractor’s failure to promptly legally protect its claim of exemption and commence such protective actions within ten (10) days of receipt of such notice from the Department. In the event the Contractor chooses to defend against release of such documents, data or information, and does not succeed in such defense, the Contractor agrees to indemnify the Department against any costs resulting from such order for release of such documents, data or information, except that each party shall be responsible for its own attorney fees. The Contractor shall retain such records for the longer of five 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 ) .

2. The Contractor shall, to the extent required by Section 119.0701, Florida Statutes,

(a) maintain public records required by the Department to perform the service; (b) provide access on the same conditions and at a cost not exceeding that provided in Chapter 119.07, Florida Statutes, (c) ensure exempt or confidential documents are not disclosed and (d) transfer public records at no cost to the public agency on termination, destroy confidential duplicates, including remnant data, and provide electronic records in a format compatible with the public agency systems at no cost to the agency. For noncompliance by the Contractor, the Department shall enforce these provisions according to the step-in provisions or termination provisions in the Contract or both.

7. Insurance.

During the Contract term, including all renewal periods or extensions, 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. The Department will not permit a deductible on any Insurance coverage for the plan. At a minimum, this includes the following types of insurance for anyone directly or indirectly employed by the Contractor and the amount of such Insurance shall be the minimum limits as follows, unless otherwise approved by the Department’s designated contract manager: A. Insurance and Fidelity Bond

The Contractor shall, as of the Contract effective date and at all times during the Contract term, maintain a fidelity bond or cash deposit with the State Treasury in the amount of ten percent (10%) of assets invested with Contractor under the FICA Program at the end of each calendar year. The fidelity bond will insure against computer crime among other things, and must be issued by an insurer holding a valid certificate of authority from the Florida Office of Insurance Regulation. The bond must provide coverage against intentional acts as well as negligent acts or omissions in connection with

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its activities under the Contract and shall name the Department as an additional named insured. The fidelity bond must be made available to inspection by the Program Administrator, and shall not be changed, cancelled, or altered without express approval by the Program Administration.

B. Contract Performance Bond

Before the effective date of the contract, the Contractor must furnish a Performance Bond or Letter of Credit written by an insurance company having a certificate of authority to do business within the State of Florida. The Performance Bond or Letter of Credit shall contain a specific provision for the payment to the Chief Financial Officer on behalf of the State, of liquidated damages in the amount of $500,000.00 in the event that the Contractor is terminated for cause, to compensate the Plan Administrator for damages and expenses incurred. As an alternative, the Contractor may deposit $500,000 in the State Treasury Cash Deposit Trust Fund for this purpose. Funds placed in this trust fund will earn interest for the Contractor.

C. Subcontractor Insurance Requirements

Contractor shall require each of its subcontractors to secure and maintain the above insurance coverage and Contractor shall also be a named insured. Such coverage may be reduced with the consent of the Contract Manager since certain subcontractors have potentially less exposure in liability than other subcontractors. Except as agreed in a separate writing, no self-insurance coverage shall be acceptable unless Contractor is licensed or authorized to self-insure for a particular coverage listed above in the state of Florida, or is an in insured member of a self-insurance group that is licensed to self-insure in the State of Florida.

8. Termination.

A. The Department may, in its sole discretion, terminate the Contract at any time by giving thirty (30) Calendar Days written notice to the Contractor. Said notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery.

B. All services performed by the Contractor prior to the termination date of this Contract

shall be professionally serviced to conclusion in accordance with the requirements of the Contract. Should the Contractor fail to perform all services under the Contract, the Contractor shall be liable to the Department for any fees or expenses that the 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

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disclose to the public any proprietary copyrighted trade secrets or other materials protected by law as pursuant to Section 119.07, Florida Statutes.

D. The Contractor hereby certifies that it is not on the Scrutinized Companies with Activities

in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. (See http://www.state.gov/s/ct). As provided in Section 287.135, Florida Statutes, the Department may terminate the Contract in the event the Contractor is found to have submitted a false certification as provided under Section 287.135 (5), Florida Statutes, or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. Notice: Section 287.135, Florida Statutes, would operate to make businesses ineligible to contract with the State of Florida in specified circumstances. Currently, the 2012 changes to this section have been enjoined by a court of law. If ultimately upheld by the court, the Contractor may be required to amend the Contract to certify compliance with the law, i.e., that the business is not and will not engage in business operations in Cuba or Syria, or otherwise in compliance with Section 287.135 (5), Florida Statutes.

E. If at any time the Contract is canceled, terminated, or expires, and a contract is

subsequently executed with a firm other than the Contractor, the Contractor has the affirmative obligation to assist in the smooth transition of Contract services to the subsequent contractor. Upon the earlier of six (6) months before the expiration of the Contract or upon any notice of termination of the Contract, the Contractor shall provide transition services (Exit Transition Services) to the Department without regard to the reason for termination, as stated herein. Exit Transition Services shall be provided for up to six (6) months during the term and after termination they will be limited to post-contract activities involving knowledge transfer for such services and deliverables and all reasonable termination assistance requested by the Department to facilitate the orderly transfer of such services to the Department or its designees. Six months prior to termination, the Contractor shall provide the Department an explanation of the functional equivalent of the technical requirements of any services or proprietary products used to carry out the Contract and all documentation supporting a description of the technical and service requirements. Such termination assistance shall be at no additional charge to the Department if the termination is due to Contractor default, otherwise the Department will pay the Contractor for Department-requested services in accordance with the current fees specified in the Contract.

F. If the Contractor defaults in the performance of any covenant or obligation contained in

the Contract, including without limitation the minimum requirements contained in the Contract 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 thirty (30) Calendar Days after written notice is given to the Contractor specifying the nature of the alleged default or breach, then the Department, upon giving written notice to the Contractor, shall have the right to terminate the Contract effective as of the date of receipt of the default notice.

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G. Exit Transition Services. Upon the earlier of six (6) months before the expiration of the Contract or upon any notice of termination of the Contract, the Contractor shall provide transition services (Exit Transition Services) to the Department without regard to the reason for termination. Exit Transition Services shall include: (i) continued provision of the Services and Deliverables on the same terms, conditions and pricing in effect at the end of the Contract term, until the State or a succeeding vendor is prepared to provide all essential Services; (ii) the Contractor’s cooperation with the Department, its consultant(s) and the succeeding vendor(s) designated by the Department; (iii) if needed, assistance with an explanation of the current operations to new vendor staff; and (iv) return of State-owned materials being utilized by the Contractor and all state data in a standard format designated by the Department.

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 ongoing performance, maintenance, and provision of services specified in the Contract;

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 specified in the

Contract;

E. One or more of the following circumstances, uncorrected for more than thirty (30) calendar days unless within the specified thirty (30) day period, the Contractor (including its receiver or trustee in bankruptcy) provides to the Department adequate assurances, reasonably acceptable to the Department, of its continuing ability and willingness to fulfill its obligations under the Contract:

(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;

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(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.

B. The Department’s maximum liability for any damages, regardless of form of action, shall

in no event exceed the fees paid to Contractor for the relevant products and services giving rise to the liability, from the installation of products or the date of performance of the applicable services.

11. Remedies for Non-Performance. To the extent that financial consequences are not further specified in the Contract or Attachment B, the following apply: A. The 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 the amounts as stated for each applicable deliverable in the statement of work 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. 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.

B. Step-in Rights For noncompliance by the Contractor with tasks related to public records, the Department at its option may enforce these provisions by exercising “Step-In” rights as described below:

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

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

the public records tasks are available to the Department to provide assistance which the Department may reasonably request.

(2) The Department’s Step-In rights will end, and the Department will hand back the responsibility to the Contractor, when the Contractor demonstrates to the Department’s reasonable satisfaction that the Contractor is capable of resuming provision of the affected Public Records tasks and that the circumstances giving rise to the Step-In right cease to exist and will not recur.

(3) The Contractor must reimburse the Department for all reasonable costs incurred by the Department (including reasonable payments made to third parties) in connection with the Department’s exercise of Step-In rights and provision of the affected public records tasks (“Step-In Costs”).

12. State property.

Title to all property furnished by the Department under this Contract shall remain in the Department, and the Contractor shall surrender to the Department all property of the Department prior to settlement upon completion, termination, or cancellation of the Contract. All deliverables and reports generated by the Contractor and delivered to the Department, and all of the data collected or created for or provided by the Department (State data) under this Contract shall become and remain the Department's property upon receipt and acceptance. All work materials developed by the Contractor under this Contract and any prior agreement between the Parties shall be deemed to be work made for hire and owned exclusively by the state of Florida, Department of Financial Services.

13. Contract Modification. The Contract specifications may be amended only by a written agreement between the

Parties subject to the provisions of Chapter 287, Florida Statutes. 14. Nonexclusive Contract. Execution of the Contract shall not provide the Contractor with an exclusive license to

provide the services described in the solicitation or the resulting Contract. The Department may, without limitation and without recourse by the Contractor, contract with other Vendors to provide the same or similar services.

15. Statutory Notices. The Department shall consider the employment by any contractor of unauthorized aliens a

violation of Section 274A(e) of the Immigration and Nationality Act. Such violation shall be cause for unilateral cancellation of this Contract. An entity or affiliate who has been placed on the public entity crimes list or the discriminatory vendor list may not submit a

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Proposal on a contract to provide any goods or services to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity pursuant to limitations under Chapter 287, Florida Statutes.

16. Compliance with Federal, State and Local Laws. The Contractor and all its agents shall comply with all federal, state and local regulations,

including, but not limited to, nondiscrimination, wages, social security, worker’s compensation, licenses and registration requirements.

17. Background and employment eligibility verification. The Contractor is responsible for payment of costs, if any, and retaining records relating to,

employment eligibility verification, which records are exempt from Chapter 119, Florida Statutes, which verification requires the following:

A. The Chief Financial Officer has directed, in cooperation with the Governor’s Executive

Order 11-116, that the Contractor must participate in the federal E-Verify Program for Employment Verification under the terms provided in the “Memorandum of Understanding” with the federal Department of Homeland Security governing the program if any new employees are hired to work on this Contract during the term of the Contract. The Contractor agrees to provide to the Department, within thirty (30 Calendar Days of hiring new employees to work on this Contract, documentation of such enrollment in the form of a copy of the E-Verify “Edit Company Profile” screen, which contains proof of enrollment in the E-Verify Program. Information on “E-Verify” is available at the following website: www.dhs.gov/e-verify

B. The Contractor further agrees that it will require each subcontractor that performs work

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

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

18. Miscellaneous.

A. This Contract and its references and attachments embody 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 references and attachments, the terms and conditions of this Contract shall take precedence and govern. Acceptance of service or processing of documentation on forms furnished by

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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 is an independent contractor, and is not an employee or agent of the

Department.

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

F. 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.

G. The Contractor hereby agrees to protect, indemnify, defend and hold harmless the

Department from and against any and all costs, claims, demands, damages, losses and liabilities arising from or in any way related to the Contractor’s breach of this Contract or the negligent acts or omissions of the Contractor.

H. The Department shall not be deemed to assume any liability for the acts, omissions to

act or negligence of the Contractor, its agents, servants, and employees, nor shall the Contractor disclaim its own negligence to the Department or any third party.

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

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

20. Contract Administration.

A. The Department’s Contract Manager is ___________ located at _______.

B. The Contractor’s Contract Manager is Kandi Winters located at 1801 Hermitage Blvd., Suite 408, Tallahassee, Florida 32308, telephone number 850-413-3400.

C. All written and verbal approvals referenced in this Contract must be obtained from the

Parties' contract managers designated in this section, or their designees.

IN WITNESS WHEREOF, the Parties acting with proper authority have caused this Contract to be executed by their signatures below. (CONTRACTOR) FLORIDA DEPARTMENT OF

FINANCIAL SERVICES ___________________________________ Signature of Contractor Authorized Agent Signature of Department Authorized Agent ___________________________________ Name of Contractor Authorized Agent Name of Department Authorized Agent ___________________________________ Title of Contractor Authorized Agent Title of Department Authorized Agent ___________________________________ Date Date

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ATTACHMENT F CLIENT REFERENCES

The Proposer must list five (3) 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 I authorize the Department to contact these references. ____________________________ Proposer Signature

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ATTACHMENT G

TECHNICAL SPECIFICATIONS QUESTIONNAIRE

Vendor Questionnaire

This questionnaire can only be completed and submitted by a Vendor who is eligible to respond. Each Vendor is required to answer all questions and any questions not answered will be scored at zero and the scores will be included in the overall evaluation.

If you are a new vendor responding to this RFP, submit your conversion plan with this questionnaire.

SECTION A: EXPERIENCE AND CREDENTIALS

1. Provide a brief history of your company including the following: a) year of organization; b) history and philosophy; c) year IRC 401(a) services were initiated; d) development of 401(a)-business line; e) development of other major business lines; f) identify company’s ownership; g) nature of relationships with affiliated companies or joint ventures; and h) financial strength

2. Provide a brief summary of the following: Please state if your company is a current

Investment Provider in the Florida 401(a) Plan.

a) the largest three 401(a) FICA plans with which your company currently has a contact;

b) the size of the 401(a) FICA plans above (number of participants and amount of assets);

c) administration/record keeping and education of the above plans.

3. Provide the name, asset size, number of participants, contact person, and phone number of four existing 401(a) clients whom we may contact for references. Ensure the four references are similar to the Program for which your company provides services, comparable to those proposed. If your company has previously been in the State of Florida 401(a) Plan, please use Florida as a reference. Please provide this information on attachment F.

4. Provide the name and number of 401(a) clients your company has gained or lost in the

past three years. Include assets lost, number of plans lost, and reasons for loss or non-renewal.

5. Provide a plan cost analysis sheet.

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SECTION B: REGULATORY COMPLIANCE AND FINANCIAL STABILITY

1. Provide a copy of your company’s most recent SAE 16 report.

2. Is there any pending litigation or regulatory action against your company? If so, give details and provide an opinion of counsel that the pending litigation or regulatory action will not impair company’s performance or financial stability.

3. Has there ever been any litigation or formal complaint against your company resulting

from its current or past involvement with any public employee deferred compensation plan or public or private pension plan? If so, please describe fully. Failure to disclose this information will constitute grounds for rejection of any proposal or termination of contract.

4. Describe any pending agreements to merge or sell your company to the extent that such information is public.

5. Describe how you keep your participants and Plan sponsors informed of changing

legislative issues.

6. Describe the system and controls used to assure administration and investment services that will be provided to the State’s plan in accordance with proper standards of care, regulatory requirements, and the executed agreement for services.

SECTION C: COMMUNICATION AND EDUCATION

1. Is your company currently prepared to enroll, market, and educate 401(a) FICA prospective participants as well as current participants? Please describe in detail and give examples of your company’s 401(a) enrollment booklet, communication and education program.

2. Describe how you will conduct educational and enrollment presentations to state

employees.

3. Do you offer an interactive retirement planning tool? Please describe.

4. Do you provide a retirement planning newsletter to your participants or prepare articles for distribution? Will these be provided in your participants quarterly statements? Give examples.

5. In any of your relationships with plan sponsors do you ever:

a) Distribute any promotional materials to plan participants for products or services not contracted for by the plan sponsor? If so, please describe fully.

6. Do you provide communication and education material in a foreign language? If so,

what language(s) and what material?

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7. Describe the languages that are supported by customer service.

8. Attach samples of the participant communication materials that you will distribute on a

regular basis. These materials should include investment product description booklets and prospectuses, information on retirement planning, newsletters and other topical materials.

9. How do you ensure that participants receive consistent and accurate information from

each of your call center education/advice employees, your workshop/seminar employees, and your one-on-one education/advice employees?

10. Has your financial education/advice practice ever been the subject of litigation or claims? If so, for each instance, describe the nature of the suit or claim, including its resolution or its current status.

11. Does your company propose to distribute information that provide participants and beneficiaries models of asset allocation portfolios of hypothetical individuals with different time horizons and risk profiles?

a) Describe the generic asset classes that are utilized in the model, the historic return and risk data used by the model and what defined time periods the data is drawn from.

b) Describe all material facts and assumptions on which such models are based and how these facts and assumptions are disclosed to participants.

c) Are your company’s asset allocation models accompanied by a statement indicating that in applying particular asset allocation models to their individual situations, participants and beneficiaries should consider their other asset, income and investments, in addition to their program assets?

d) Does your company’s asset allocation model output identify any specific investment option that would be available under the program (e.g., your company’s products)?

12. Does your firm propose to provide participants interactive materials, including software, which allows a participant or beneficiary the means to estimate future retirement income needs and assess the impact of different asset allocations on retirement income?

a) Describe the generic asset classes that are utilized in the interactive materials, the historic return and risk data used by the interactive materials and what defined time periods these data are drawn from.

b) Does your company’s proposed interactive material generate an asset allocation that identifies any specific investment option available under the program (e.g., your company’s products)?

13. How readily can a participant receive product-specific investment advice from you

concerning his or her entire portfolio (e.g., his 401(a) or 403(b) assets plus their FRS, and IRA assets)?

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14. Do your investment advice strategies undergo regular review by finance academia, investment practitioners, investment consultants, peer groups or investor focus groups? Explain the review process and identify reviewing parties.

15. Describe the minimum credentials and training your education service personnel must have. Provide the number of hours, the training methodology (classroom, on-line, outside classes, other), the qualifications of instructors, and the performance requirements for satisfaction of training program. What special training or experience do you require personnel who render advice?

16. How long, on average, have the current on-site education/advice representatives of your company been working with 401(a) retirement plans? How long, on average, have the current phone service education/advice personnel been working with 401(a) retirement plans?

17. What evidence do you have, other than opinion surveys, that your education for participants on investment fundamentals has been successful?

18. What are the qualifications of the individuals responsible for customer service?

19. Does your company provide investment and financial education to the Plan Administrator? Please describe (i.e. participant investment psychology).

20. Describe your company’s approach to continual improvement with respect to its education/advice practice.

21. Describe all of your company’s participant education services including, but not limited to the following:

a) methods of instruction (in person, through an 800 number, or other technology); b) description of each education/advice product or services offered; c) descriptions of any electronic education tools you provide, both software-based

and web-based (provide the address and necessary access codes or passwords so the Bureau can test your Internet facilities);

d) the minimum level of service you guarantee to each participant with respect to each element of your education/advice services; and

e) innovations that you envision in your service and product offerings within the next two years.

22. Are there limits to the frequency with which an employee may receive face-to-face

counseling? Describe. If your company doesn’t offer this service, please disclose.

23. Do you provide written financial plans to participants upon request? How much time, on average, is spent on employee consultation prior to issuing a written plan? Describe the process. Provide a sample financial plan and indicate the reading level of the personal plan.

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24. If you currently offer call center services for providing participant education/advice: a) Are your phone services provided through a toll free number? b) What operating hours are typical? c) Does your toll free number for voice response utilize a voice response system or a

human operator as the first contact? d) How long does your average caller have to wait before a financial consultant

answers? e) How long do you expect the average telephone conversation on education to last?

On investment advice? f) Is the caller able to obtain the identity of the financial consultant (i.e., will they be

able to seek out specific individuals on future calls)? g) Are there Specialists who field particular types of questions?

SECTION D: INNOVATION Describe what you believe distinguishes your company’s services and products from those of your investment provider competitors. SECTION E: SERVICES

1. Provide a copy of your company’s organizational chart. Include home office, State of Florida office, and investment division. Briefly describe the organizational structure of your company’s 401(a) departments, include the staff working with Record Keeper. For each employee that will be responsible for Florida’s 401(a) Plan, include years employed with your company, years of experience servicing 401(a) Plans, and a brief description of their duties. Provide any plans for a physical Florida office and the number of personnel.

2. Name the client manager or state director that will have overall responsibility to

coordinate the administration, operations and marketing of the Florida 401(a) Plan. Provide a description of his/her experience of 401(a) plans and the size of those 401(a) plans. How many other clients will he/she be responsible for? What is the location of their office? Will you have a Tallahassee office that will coordinate the State’s Program activities?

3. Fully discuss staff training and staff backup policies. Provide staff names and their

backup, primary functions, and toll free number(s) include extensions that will be responsible for the Program.

4. Describe the organization of personnel and the manner in which they would be utilized

to service the Program. Include the following services in your response:

a) enrollment; b) communication of plan rules; c) pre-retirement, financial and tax planning services provided to eligible employees,

participants and retiring participants;

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d) problem resolution processes for participants and the Program Administrator; e) marketing and education; f) investment advice.

5. Will you service participants in-house or do you plan to contract with an outside

vendor? Please describe how you will provide service for the following and give examples:

a) contributions; b) participant account information (financial and non-financial); c) quarterly statements (will be produced by the vendor); d) payout of participant account (lump sum and periodic); e) company to company transfers; f) domestic relation orders (include how you will track these accounts); g) delayed distributions; h) updated addresses of participants (active and inactive); i) distribution of W-2 and 1099 forms; j) participant confirmations for in-house exchanges; k) plan-to-plan transfers (IRA’s, 47(b), 401(k), other pension plans), include

confirmations; l) communication of trading fees to participants; and m) communications to the State plan’s centralized Record keeper both electronically,

problem resolution, and correction of the daily rejection report. (Please speak specifically about all participant changes both demographics and financial)

6. Please make a statement that your company has read and will follow the Statement of

Work in Attachment B.

7. At the participant’s request, describe your company’s distribution process for participant’s forms (email and postal distributions). Include in your description how often your company updates any packages which include participant’s forms.

8. If you plan to contract with an outside service, describe the proposed relationship with

that service.

9. Does your company provide a voice response system (VRS) and a website specifically for its State of Florida 401(a) participants? Please describe and include the following;

a) Types of changes participants are allowed to make to their accounts; b) Can your VRS and website be modified to reflect the Program provisions and

restrictions? c) Can employees enroll over the phone and on the website? Please describe the

process for both.

10. Can you process a participant’s request for asset allocation changes via the VRS and website?

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11. Can you process a participant’s request for an exchange of existing balances from one option to another investment option(s) via VRS and website? How long does your company retain account history from the VRS and website? Are confirmations sent to the participants?

12. Do your customer service representatives record notes from participants after the call is

disconnected? If so, how long are those phone call messages retained?

13. Does your company allow the Plan Administrator to listen to recorded calls if requested? Describe the process. What is the time frame? How long are the recorded conversations retained?

14. Are representatives available through the toll free number to answer questions? If yes,

please describe the following: a) hours of availability; b) length of training received by representatives on the State of Florida 401(a) Plan; c) average wait time before call is answered; and d) describe the training process for your phone representatives for the Program.

15. Describe the types of payout options available for your 401(a) plan participants.

16. Describe how you process beneficiary accounts.

17. If your organization is selected, from what locations will the primary client-level

support services be delivered? Explain.

18. How does your company measure and evaluate client-level satisfaction? How does your company intend to report the results of such measurement to the Bureau?

19. What distinguishes your client-level service program for 401(a) plans from that of other

companies?

20. What documentation and audit procedures does your company have in place to ensure the integrity and protection of the State’s plan records and transactions?

21. Confirm that your company will provide an independent annual audit report verifying a

1% random sampling of the participants’ data and account values held by your company are accurate. Please include at least the following data elements:

a. contributions and transactions are recorded/invested accurately b. account values are accurate c. interest calculations are accurate and match published share price d. investment management fees are accurately applied e. participant account numbers are accurate

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22. Provide a copy of your policy and procedures manual that your company will use to service the 401(a) Program.

23. Include your company’s policy on confidentiality of participant’s accounts.

24. To safeguard against computer crime, i.e., deletion of participant records, sabotaging

records, introducing computer virus, etc., the Investment Provider, at a minimum, must follow the steps below. Please describe your ability to perform each step:

a) utilize anti-virus computer software (please give product name); b) assign a unique password to each employee working on the Florida Plan; c) perform daily backup of participant records; d) restrict access to the Program’s participant files to a designated group of people; e) require more than one employee to understand and have control of one particular

task. For example, cross-train on reconciliation of bi-weekly and monthly investments, reconciliation of monthly retiree payroll, etc. vs. specialization of employees;

f) set up a system of checks and balances to ensure that participant records are in order;

g) set up internal disciplinary actions for employees who use any computer without authorization;

h) have an off-site computer data backup. i) Describe how your company’s participants records are safe from outside and viral

intrusion.

25. Describe your company’s backup capabilities for disaster recovery. Are the State’s files to be mirrored or replicated on a second system? When was the last full-scale disaster recovery test? What were the results?

26. Provide copies of your latest internal control opinion issued by an independent auditor

and performed in accordance with Auditing Standards.

27. What audits are conducted to ascertain Plan Sponsor satisfaction with software changes? How do you resolve complaints, evaluate software quality, and improve software performance?

28. Do you have an internal audit staff that regularly evaluates all controls, systems, record

keeping, and risks associated with your investment and technology services? If yes, please describe your internal audit procedures.

29. Describe the various types of insurance coverage. List amounts of coverage and any

limits. Please state that your company will pay for any deductions.

30. What procedures are used to assure that changes to computer programs produce the desired results? Describe fully your quality control system.

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31. Describe your process for conversion of an existing plan to your proposed plan. Please include reduction of fees, transfer restrictions, representatives and account records.

32. Provide a detailed description of your last comparable implementation including details

of specific problems and solutions.

33. Describe the working relationship between the implementation team and the current 401(a) Vendor.

34. Is your company willing to commit time and other resources necessary to train the

Bureau of Deferred Compensation’s staff? Will your company send representatives to the Bureau to receive training on programs and procedures?

35. Describe your investment in technology, communication and other services you are

proposing to provide this year, and in the next five years. Specify the areas targeted, the reasons for targeting those areas, and the percentage of total company revenues allocated.

36. Is your company willing to commit all necessary resources (money, time, etc.) to

develop and implement a dedicated enhanced web-based system for the State of Florida Program?

37. Describe your system capabilities and operating procedures to ensure that the Program

and each participant’s account are in balance with respect to deferrals, exchange and transfers in and out.

38. How do you account for corrections in a prior accounting period? Can you post

transactions as of a prior effective date? How are errors handled for: a) receipt of deferrals; b) benefits payments (both over and under); c) earnings of interest or dividends; d) company-to-company transfers; e) tax withholdings; f) plan-to-plan transfers; g) special supplemental payments; h) withdrawals; i) court appointed participant (CAP) accounts; and j) purchases and sales of investment product.

39. If amounts are erroneously invested due to company’s error, confirm that the

participant will be made whole at your company’s expense.

40. What information do you maintain in a participant’s account record? Confirm that the information is sufficient to meet requirements set by the Bureau and federal regulations to maintain an eligible 401(a) plan. What is your edit process?

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41. Confirm that you perform and are liable for any tax withholding, reporting, and timely distribution of any required 1099-R or W-2 forms.

42. Confirm that you can provide at least annual participant statements. Please submit a

completed sample statement. Does your statement list detailed transactions? Confirm your annual statements will be mailed within 10 business days of the end of each calendar year. When will 401(a) participant’s statements be in compliance with the new DOL fee transparency rules?

43. Confirm that you can provide direct deposit of periodic benefit payments to

participant’s checking and savings accounts.

44. What methods of customer service quality controls do you utilize? Do you monitor or record telephone conversations?

45. Within your participant support phone service, do you utilize personnel with differing

credentials/experience/training depending on the question asked? Describe.

46. What are the five most significant risks a self-directed retirement plan participant faces, in order of importance? How does your company respond to the risks?

47. Can participants initiate transactions through phone representatives, voice response and

Internet?

48. To make a trade through a service representative, which of the following are options available to the participant?

a) Call the voice response system and experience a “soft” transfer to your service representatives;

b) Call the voice response system and request the transaction; and c) Call your representatives directly

49. How would a participant make a trade through your company’s internet?

50. During what hours of the day are client service representatives available to respond to participant trading and service calls? Are these calls monitored and recorded for audit purposes? Give the time periods for storing these recordings.

SECTION F: INVESTMENT PRODUCTS –Make a statement that you fully understand and will adhere to Exhibit 1.

1. Identify what types (and number) of investment products are available through your company’s platform: Full Service Investment Provider

a) Mutual funds or Trust accounts b) Fixed income products c) Other

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2. Provide a list of the mutual funds your company plans to offer. Include in the list:

Morning Star fund category; Morning Star 5 year rating; ticker symbol; inception date; 1,3,5,10 year historical rates, 5 year percentile ranking and comparative index; net fees (identify reimbursement fees, frequent trading fees, 12b-1 fees, redemption fees).

3. Confirm that your company will provide to the State Plan on a quarterly basis the mutual fund data identified in question #2 above as well as the information in #6 for the fixed income product.

4. Identify your company’s investment analyst and your company’s commitment to have them attend at least twice a year for the State’s plan investment review.

5. Describe your company’s process to add or replace a mutual fund during the contract

period. 6. Describe your company’s fixed income product. Provide the most current information

below for your fixed income products: a. Average Maturity and Average Life of the fixed account b. Effective Duration to Average Maturity and Average Life, as appropriate for use in

the Crediting Rate Formula. c. Market Value vs. Book Value d. Investment Policy Statement Compliance Letter (semi-annually) e. Underlying Investment Portfolio guidelines regarding allocation to Sectors, Ratings,

Derivatives, types of securities. f. Sector weightings g. Average ratings of corporate bonds held and % of whole portfolio with ratings below

BBB+ h. Crediting Rate Formula i. Reporting of any changes in the operation of the fund j. List of people who can make changes involving the fund k. Spread of credit rate for participants l. Historical rates

7. Is your fixed income product fully liquid? 8. Provide a statement of your company’s commitment to the services you are proposing to

provide. Include the issues that you consider most relevant and important.

9. On your company’s investment platform are there any limitations on the number of changes to investment allocations or exchanges between investment options? Are the limitations clearly identified to the participants prior to the exchange?

10. Describe and provide a timeline of a participant’s purchase and sale of the investment products you are offering.

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11. Does your company’s recordkeeping system have any restriction on the number of investment products it can offer?

SECTION G: IMPLEMENTATION AND CONVERSION Provide your companies Conversion and Implementation plan. Include a schedule of dates pertaining to the conversion and implementation of this program.