CSD-RT RFP Recordkeeping_Administration Services Response 3-

8.9

Documentation and Audits

8.9.1 VRSCO shall maintain and retain all of its books, records, and

documentation regarding the Retirement Manager Services provided by

VRSCO under this Agreement (collectively, the “Documentation”) for

seven (7) years after the expiration or termination of this Agreement or

abandonment of the Services, unless Employer otherwise instructs

VRSCO in writing. VRSCO will maintain such Documentation

(a)

in accordance with generally accepted accounting principles, and

(b)

at VRSCO’s premises or at any other location where VRSCO will

store the Documentation in conditions that ensure the preservation

and availability of such Documentation (the “Documentation

Locations”).

8.9.2 Employer may audit the Documentation to the extent necessary to ensure

compliance with the terms of this Agreement. VRSCO agrees to

reasonably cooperate in the performance of such audits, subject to

Employer’s compliance with VRSCO’s reasonable security procedures

and policies concerning access to the Documentation Locations at

reasonable times.

8.9.3 Employer anticipates that Employer will perform no more than one audit

under the terms and conditions of this Section in each calendar year that

occurs during the term of this Agreement. However, VRSCO

acknowledges and agrees that circumstances or laws may require

Employer to perform audits under the terms and conditions set forth in this

Section on a more frequent basis.

8.9.4 In the event that Employer performs an audit as set forth in this Section,

then Employer shall bear the costs and expenses of performing that audit.

8.10 Disclosure of Data Required by Law or Order. The obligations of this Section 8

shall not act to restrict VRSCO’s lawful disclosure of the Employer Data or the

Participating Employee Data pursuant to any applicable state or federal laws or by

request or order of any court or government agency or where otherwise required

by law. Provided, however, before making such a disclosure, VRSCO, except as

expressly prohibited by law, must give Employer prior written notice of that

disclosure, which must identify:

(1)

the data VRSCO intends to disclose,

(2)

the law(s), request, or order under which VRSCO believes it is required to

make such a disclosure,

(3)

the persons or entities to whom VRSCO intends to disclose such data, and

(4)

the date on which VRSCO is required to make such a disclosure.