CSD-RT RFP Recordkeeping_Administration Services Response 3-

(the termination shall not be effective if the failure is fully cured prior to the end

of the forty-five-day period), provided that, said failure is through no fault of the

terminating party.

23.3 Upon termination pursuant to this Section 23, VRSCO shall use reasonable

efforts to transmit all funds of Employer and the Participating Employees then in

the possession of VRSCO to the Approved Vendors and shall return any

remaining funds to Employer.

23.4 VRSCO agrees if this Agreement is terminated pursuant to this Section 23, then,

at the option of Employer, VRSCO shall continue to perform the Services in

accordance with the terms and conditions of this Agreement until either a

successor entity or Employer are able to perform the Services without further use

of Retirement Manager (a “Transition Period”); provided, however, that the

Transition Period during which VRSCO shall be required to continue performing

the Services will not last more than ninety (90) days from the effective date of

termination. Such subsequent performance of the Services by Employer or a

successor entity may involve the implementation and use of a computerized

system other than Retirement Manager. During the Transition Period, VRSCO

will cooperate with Employer and any successor entity engaged by Employer in

order to transition performance of the Services to Employer and/or that successor

entity, including VRSCO’s provision once during each month during the

Transition Period to Employer of, at a minimum, a copy of all Employer Data and

all Participating Employee Data to Employer in a fixed file format on CD-ROM

or an alternate, commercially reasonable format and media specified by the

Employer.

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