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Agenda__ July 24, 2012

TREASURER TAX COLLECTOR

DONALD R. WHITE TREASURER - TAX COLLECTOR July 10, 2012

Honorable Board of Members Alameda County 1221 Oak Street, 5th Floor Oakland, CA 94612

Dear Board Members:

SUBJECT: APPROVE SERVICE AGREEMENT CONTRACTS #TTAXCFY11/12 THAT HAVE BEEN NEGOTIATED WITH PRUDENTIAL RETIREMENT SERVICES AS THE THIRD PARTY ADMINISTRATOR (TPA) TO THE ALAMEDA COUNTY 457(b) DEFERRED COMPENSATION AND THE 401(a) EMPLOYEE RETIREMENT PLANS. SERVICE AMOUNT NOT TO EXCEED $2,812,500 FOR THE FIVE (5) YEAR TERM.

RECOMMENDATION:

The Alameda County Treasurer requests that your Board:

Approve the two attached contracts #TTAXCFYll/12 with Prudential Retirement Services, and authorize the County Deferred Compensation Officer to execute the contracts on behalf of the County of Alameda. Mr. Robert Belanger, Vice President, Client Management, is the authorized contact with Prudential at 3333 Michelson Drive, Suite 1000, Irvine, CA 92612. The term of these contracts to provide record keeping services to the employee Deferred Compensation Plans shall be for five years beginning on July 1, 2012 and shall end on June 30,2017. The contract's annual cost is 15 basis points ofthe Plan's asset value which is approximately $562,500 annually or $2,812,500 for the 5-year contract terms.

DISCUSSION:

At the Board meeting on June 5, 2012, your Board approved the proposal from Prudential to provide record keeping services to the Deferred Compensation Plans (7bps). These contracts also provide financial guidance and education services, including a Prudential staff component (O.5bps), Emerge Financial Group, Prudential's SLEB partner (3.5bps), together with Wells Fargo Advisors (4bps), an independent third party.

As requested by the Board, the contract terms and conditions specifically exclude investment advice but include a provision to safeguard the County in case such advice is rendered in contravention of the contract. Accordingly, the contracts include indemnification to hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against claims attributable to any investment advice or investment advisory services provided to participants by Prudential service representatives, sub contractors or

1221 OAK STREET· OAKLAND. CALIFORNIA 94612.15101272-6801' FAX 15101 268-5377

Honorable Board of Supervisors of 2 July 10, 2012

agents. Also, the broker dealer, who provides the financial educational services, is not permitted to sell other non-plan products to Participants when rendering services under these contracts.

The following provides a summary of the costs included in the negotiated contract attached:

Vendor Location Estimated Value

of Contract Award

The Prudential 751 Broad 15 bps (0.15%) Robert Belanger ($281,250)

VP Client Mgmt

Street ($562,500) 50%

07102

100%Newark, NJ

Local Participation

7.5 bps (0.075%)

SLEB Participation

Independent

Third Party

3.5 bps (0.035%) ($131,250) 23%

4.0 bps (0.040) ($150,000) 27%

Wells Fargo

Advisors, Mark Tomei, Sr.

VP-I nvestments

1999 Harrison

St., Ste. 2050, Oakland, CA

94612

27% 4.0 bps (0.040) ($150,000)

27% 4.0 bps (0.040) ($150,000)

27% 4.0 bps (0.040) ($150,000)

All figures are based on an asset base of $375,000,000 in the 457(b) and 401(a) Plans.

FINANCIAL IMPACT:

The Deferred Compensation Plans support the cost of its administration and operations from revenue rebates from the third party administrator. There is no impact on the County's budget.

_\l;-!Y~UIY YO;';' ;? Lv fJ _ 1 ~,l'h~ 0'- (., ~

Donald R. White Treasurer-Tax Collector and DCP Officer

Attachment:

cc: County Administrator County Counsel Auditor-Controller

DCP Ad Hoc Committee DCP Administration File

Alameda County Administration Building, 1221 Oak Street, Oakland, California 94612

Master Contract No. TTAXCFY 11 /12 Procurement Contract No. TTAXCFYII1I2

Alameda County Deferred Compensation Plans - Recordkeeping and Administrations: 7-1- 2012

ADMINISTRATIVE SERVICES AGREEMENT PROVIDED BY

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

A. Parties to this Agreement

Client Legal Name:

l_c_o_u_n_tY_o_f_A_la_m_e_d_a_,_C_a_li_fO_r_n_ia ------------j Referred to as the "Plan Sponsor" below. "Plan Sponsor" also shall mean any agent or designee the Plan Sponsor authorizes to act for it with Prudential.

The Prudential Insurance Company of America:

Referred to as "Prudential" below. "Prudential" also shall mean any agent, designee or subcontractor Prudential authorizes to act for it. The Plan Sponsor acknowledges that the services provided hereunder may be provided by or through an affiliate or subsidiary of Prudential, including, but not limited to, Prudential Investment Management Services LLC ("PIMS").

Plan receiving services (referred to as the "Plan" below):

Alameda County 401(a) Employee Retirement Plan

B. Basic Understandings

The Plan Sponsor represents that:

• The Plan is in existence now and Prudential provides the recordkeeping;

• The Plan Sponsor desires Prudential to perform the administrative and professional services for the Plan as described in this Agreement and identified in Exhibit A ("Election of Services") attached hereto, and Prudential is willing to perform those services; and

• The Plan Sponsor is able to evaluate investment risk independently and is evaluating plan investment options independently.

DC - Service Agreement - FS - 401 (a)

Master Contract No. TTAXCFYII112 Procurement Contract No. TTAXCFYII112


C. Nature of Services

1. Recordkeeping Only. The Plan Sponsor understands and agrees that Prudential's sole function under this Agreement is to act at the direction of the Plan Sponsor ("directed record keeper") and to provide investment or other services as directed by the Plan Sponsor or its agents or designee in accordance with the terms of this Agreement. The services under this Agreement do not include investment advice.

As directed record keeper, Prudential, subject to the terms of this Agreement, agrees to pay costs associated with the correction of Prudential's administrative errors or omissions in the performance of plan recordkeeping services hereunder to the extent of its negligence or willful misconduct. Prudential accordingly agrees to indemnify the Plan Sponsor and the Plan from every loss, claim, demand or suit arising from any specific act of negligence or willful misconduct by Prudential in the performance of plan recordkeeping services hereunder provided that any participant or beneficiary who claims to have been affected thereby makes a timely and proper claim under the benefit claims procedure of the Plan, if applicable, and provided that any such claim is made by the Plan Sponsor, participant or beneficiary (a) 60 days from the mailing of a trade confirmation, account statement, or any other document, from which the error can be discovered, but in any event within (b) one year from the transaction related to the purported error. Prudential, at its own expense, will defend, or at its option settle, any formal demand or court proceeding that may be brought against the Plan Sponsor and Plan, on any matter covered by this indemnification, and will payor reimburse the Plan Sponsor and Plan for any judgment, settlement, and any reasonable expenses of the proceeding that may be rendered against it with respect to any such claim or demand, provided that the Plan Sponsor notifies Prudential in writing, within twenty (20) business days of receipt of such claim or demand and cooperates with Prudential in its defense. Prudential's liability will be limited to actual damages and reasonable out-of-pocket legal fees and expenses only.

Under the terms of this Agreement, Prudential, its agents, or subcontractors do not render investment advice, are not the plan administrator, trustee, or a Plan fiduciary, and do not provide legal, tax or accounting advice with respect to the creation, adoption or operation of the Plan and any trust for the Plan (the "Trust"). Prudential reserves the right, with reasonable notice, to decline to perform any service inconsistent with this role. Any services to be provided by a Prudential affiliate as a directed Trustee or investment manager are the subject of a separate agreement.

2. Reliance Upon Plan Sponsor Directions, Plan Data and Plan Document. All services provided by Prudential hereunder shall be based on information supplied by the Plan Sponsor, its authorized representative, or by a Participant (where the Plan provides for Participant direction). The Plan Sponsor agrees to, and acknowledges that iJ: is solely responsible to, timely provide or confirm accurate, consistent and complete Plan datd, Plan terms, and instructions in the format specified by Prudential, which Prudential will rely upon to deliver its services. For these purposes, "Plan data" means all data, records and directions supplied to Prudential, obtained by Prudential or required to perform the servi~es set forth in this Agreement provided such Plan data is provided at the direction of the Plar Sponsor, or a participant (where Plan provides for participant direction). Plan terms will be dt'termined based upon the most recent signed Plan document provided to Prudential, including any amendments thereto, or on written

DC - Service Agreement - FS - 401 (a) 2

Master Contract No. 1'1'AXCFY 11/]2 Procurement Contract No. 1'1'AXCFY 11/12


explanations or interpretations of Plan terms provided by authorized Plan representatives. Plan Sponsor agrees to indemnify Prudential from every loss, claim, demand or suit arising out of any action Prudential takes or omission Prudential allows under the specific or direction of the Plan Sponsor, to the extent that such loss, claim, demand or suit is not the direct result of Prudential's own negligence or willful misconduct. Prudential may, after notice to the Plan Sponsor, defend, or at its option settle, any.formal demand or court proceeding that may be asserted against it for any matter covered by this indemnification. Notice to Plan Sponsor shall be made promptly in writing. Before settling any claim, Prudential shall provide at least thirty (30) days notice to Plan Sponsor, prior to ~rudential's exercise of any authority to settle so that Plan Sponsor may exercise its rights herein. After notice from Prudential, Plan Sponsor may take over defense of a claim or court proceeding at any time during Prudential's defense of any formal demand or court proceedings, and Prudential will have no further liability for such matter except as specifically accepted in writing by a Prudential corporate officer or legal counsel. Plan Sponsor Will, upon presentation of a reasonable accounting, payor reimburse Prudential for any judgment, settlement amount, and expense of the proceeding, including reasonable legal fees arising out of any claim to which and to the extent this indemnity provision is applicable.

3. Reliance Upon Named Administrators and Trustees. The Plan Sponsor will provide names and other information for persons authorized to take or direct actions for or provide and receive information on behalf of the Plan and Trust. Prudential has the right to assume that those persons continue to be authorized until notified otherwise. The Plan Sponsor is solely responsible for the direct or indirect consequences of actions or omissions resulting from instructions, confirmations, or approvals that Prudential reasonably understands to be authorized.

4. Use of Agents or Subcontractors. Prudential shall not assign this Agreement or any portion of this Agreement or any duties or obligations hereunder without the County's prior written approval. Prudential may use agents or subcontractors to perform any of the services described in this Agreement, but such use will not relieve Prudential of responsibility for proper provision of those services. Prudential will obtain the consent of the Plan Sponsor prior to subcontracting, any of the core recordkeeping services being provided, or as to any service specific to the Plan, but consent of the Plan Sponsor shall not be required for the delegation of purely ministerial functions to a U.S. affiliate or company, including, but not limited to printing and mailing. Prudential assumes full responsibility for any vendor or subcontractor it retains.

D. Compensation

1. Direct Fees. The Plan Sponsor agrees the Plan will be liatle to pay Prudential directly for services rendered in accordance with the attached Expense Schedule and as outlined in Exhibit B, Payment Terms in Exhibit O-Part II. Such fees will not change for a period of five (5) years from the effective date of this Agreement. Prudential may amend the schedule after that time for services not yet rendered upon giving notice in writing under the same conditions specified for a termination of services in Section E.2. The Plan Sponsor agrees that all fees will be paid by the Plan promptly and within thirty (30) days of the date of an invoice timely presented, unless fees are paid within that time by the Plan Sponsor. Prudential will present the Plan Sponsor with an invoice for any direct fees. If any fees remain due at the time this agreement is

DC - Service Agreement - FS - 401(a) 3

Master Contract No. TTAXCFY 11/12 Procurement Contract No. TTAXCFY 11 / 12


terminated, the Plan Sponsor directs Prudential to deduct such amounts from assets of the Plan available for transfer to the successor recordkeeper, unless the Plan Sponsor pays such fees before the scheduled transfer date.

2. Possible Fees to Prudential and Affiliates. The Plan Sponsor acknowledges that Prudential may be deemed to benefit from advisory and other fees paid to it or its affiliates for managing, selling, or settling of the Prudential mutual funds and other investment products or securities offered by Prudential or its affiliates. Prudential benefits directly from the net investment earnings received in connection with deposits to any insurance contract funding a guaranteed interest fund, if offered by the Plan. The Plan Sponsor acknowledges receipt of the prospectuses for all mutual fund investments selected by the Plan fiduciary and acknowledges that fUl')d management fees, fund expenses, 12b-l fees, and other charges payable by the mutual fund are disclosed therein. Prudential may also .benefit from broker-dealer cosponsorship of Prudential conferences. The Plan Sponsor further acknowledges receipt of the Statement of Compensation Disclosure document outlining the commissions and other compensation to be paid in connection with the sale and servicing of the Plan. Such compensation is paid for services rendered on behalf of Prudential Retirement. The Plan Sponsor understands that the rate of commission or other compensation noted within the Statement of Compensation Disclosure is subject to change, and that current information will be made available upon request.

3. Compensation to Third Parties. The Plan Sponsor acknowledges that the broker dealer selling the investment products and services to the Plan, if any, may be compensated, directly or indirectly, by the principal underwriter of the mutual fund, or by an affiliate ofthe collective trust. Such compensation may include preferred provider payments, retail rollover payments, payment of broker expenses in connection with Prudential training and educational meetings or other variable payments.

4. Possible Additional Compensation/Loss. In certain circumstances (such as trading errors or delays), market trades may occur at times when the share price of the trade is not the price assured to the Plan and Participants. Prudential will net any pricing differences that occur and absorb any net loss and retain any net gain that results. The Plan Sponsor acknowledges that neither the Plan nor Participants will be charged for any net loss that results, but Prudential may retain any net gain that results as additional compensation for services rendered.

In the event that the Plan Sponsor announces a material reorganization or other extraordinary corporate event (including, but not limited to bankruptcy) that causes Prudential to terminate this Agr:eement before commencement of services, or in the event the Plan Sponsor directs Prudential not to commence the provision of services for any reason, the Plan Sponsor agrees to reimburse Prudential for any reasonable out-of-pocket expenses which Prudential incurs in connection with the transition.

5. Float Earnings. Prudential may earn additional compensatior' in the form of "float" earnings on contributions and on distributions and loans. Prudential describes this compensation in its written float policy, as described in Exhibit K.

DC - Service Agreement - FS - 40 J(a) 4

Master Contract No. TTAXCFYII112 Procurement Contract No. TTAXCFYIIIl2

Alameda County Deferred Compensation Plans - Recordkeeping and Adm inistrations: 7-1- 2012

E. Amendment or Termination of Agreement; Successor Recordkeeper . .

1. Duration. This Agreement will continue in effect until terminated and shall bind all successors in interest of the parties, but cannot be transferred to unaffiliated third parties without the consent of both the Plan Sponsor and Prudential.

2. Termination. Each party may terminate this Agreement upon sixty (60) days prior written notice to the other. Such notice will be deemed to have been given three (3) days after mailing in the u.s. mail, or immediately upon delivery in any form. The notice period may be waived by the party entitled to the notice.

a) Successor Recordkeeper, Payouts. The parties agree that upon termination Prudential will have no further duty or responsibility to the Plan under this Agreement. However, Prudential will use reasonable efforts to transfer all relevant non-Prudential-proprietary information concerning the Plan, in Prudential's standard format, to the Plan Sponsor or to a successor record keeper. Should the termination of services be concurrent with a termination of the Plan, Prudential will use reasonable efforts to payor roll over Participant accounts per the Plan Sponsor's and, as appropriate, the Participants' instructions. Prudential reserves the right to suspend some or all types of Plan transactions prior to transfer or payout for a period reasonably necessary to reconcile all account, expense, and assets totals.

b) Transfer of Assets. Assets will be cashed out to a new provider of investment services, as the Plan Sponsor or, as appropriate, the Participants may direct and the circumstances allow.

3. Related Terms and Conditions. Plan Sponsor authorizes Prudential to establish terms and conditions of a party's use of Prudential's electronic service systems, including the IVR, Internet, or Call Center, by conspicuously notifying the user of such medium of the terms of its use. Prudential agrees that the terms and conditions shall be reasonable and not inconsistent with other provisions of this Agreement and Plan terms provided by authorized Plan representatives.

4. Amendment. The Agreement may be amended at any time in writing. Agreement by the Plan Sponsor to an amendment may be presumed if Prudential communicates the amendment to the Plan Sponsor at least ninety (90) days in advance of the effective date of the change by a means allowed under this Agreement, indicates its intention to presume agreement to the amendment absent a response, and Prudential receives no response within a stated period or, if none is stated, by the time the change is to be implemented.

5. Plan Administrative Procedures. Prudential may establish default procedures, consistent with the terms of the Plan, to assist in the administration of the Plan. Agreement by the Plan Sponsor to such procedures may be presumed if Prudential communicates the procedures reasonably in advance of the effective date of implementation by a means allowed under this Agreement, indicates its intention to presume agreement to the default procedures absent a response, and Prudential receives no response within a stated period or, if none is stated, by the time the procedures are to be implemented.


Master Contract No. TTAXCFY 11 /12 Procurement Contract No. TTAXCFY II /12


F. Miscellaneous

1. Entire Agreement. This Agreement, including the Exhibits and Expense Schedule attached hereto, contains the entire Agreement among the parties with respect to the subject matter described.

2. Notice of Errors; Passwords.

a) The Plan Sponsor agrees, and Participants will be asked, to notify Prudential if, to its knowledge:

i) The Participant requests a transfer or withdrawal but does not receive a statement summarizing such transaction,

ii) A statement concerning a transaction is received by a Participant but no such transaction was authorized by the Participant, or

jii) A Password is compromised.

b) In connection with electronic access to accounts and transactions, Participants will be assigned (and the Participant may then change) a unique number, code or other sequence (a "Password"). The Plan Sponsor acknowledges that Prudential will hold each Participant responsible for the use and protection of the Password, for all transactions processed using the Password, and for monitoring their balances in their accounts. Plan Sponsor agrees Prudential is not responsible for direct or indirect losses or damages arising from the unauthorized use of a Password occurring before they are notified that a Password is compromised, unless such unauthorized use is a result of Prudential's negligence or willful misconduct.

c) All information supplied to the Plan Sponsor and Participant will be deemed correct if notice of discrepancies is not given to Prudential by the Participant or the Plan Sponsor within 180 days of issuance of the report, statement, confirmation, or other information.

3. Severability. If any term or provision of this Agreement or its application to any person or circumstances will, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, will not be affected. Each term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.

4. Governing Law. This Agreement shall he governed by and construed in accordance with the laws of California.

5. Forces Beyond Prudential's Control. Prudential will take commercially :easonable steps to prevent and to recover from disruptive events that are beyond its control. However, Prudential shall not be liable for any default or delay in the performance of services under this Agreement if the default or delay is primarily caused, directly or indirectly, by a for:e or party beyond the reasonable control of Prud~ntial, including (but not limited to):

(a) Fire, flood, elements of nature or ether acts of God;

DC - Service Agreement - FS - 40 I(a) 6

Master Contract No. TTAXCFY 11 112 Procurement Contract No. TTAXCFYllII2


(b) Any outbreak or escalation of hostilities, war, riots or civil disorders in any country;

(c) Any act or omission of the other party;

(d) Nonperformance of an unaffiliated third party unless Prudential has contracted with this party to provide services upon which Prudential relies to carry out its obligations under this Agreement; or

(e) Failures or fluctuations in telecommunications, power supply, mecnanical difficulties with information storage and retrieval systems, or other equipment provided that Prudential has in place appropriate disaster prevention and recovery and back-up protections and systems as would be expected of a major financial institution in the United States.

If a disruptive event similar to one listed in (a) or (b) of this Section 5 impacts the services or equipment provided by a third party to Prudential to carry out the services under this Agreement, Prudential shall not be liable for any default or delay in the performance of services under this Agreement.

6. Writing and Signature; Electronic Transactions. Unless otherwise explicitly required by law, any requirement for a writing (including an enrollment, exchange or distribution request, instruction, form, notice, or agreement) or a signature in this Agreement, or in the performance of services under it (collectively referred to as "Communications"), may be rendered in any form (including electronic means) that: (i) reasonably can be expected to be accessible to the parties needing to send or receive it, (ii) is convertible into an accurate physical record of the Communication, and (iii) where appropriate, is designed to test or confirm the identity or authority of the Communication's sender. Prudential reserves the right to specify the form in which Communications relating to Plan operations are made, including limiting them to electronic means, and will notify the Plan Sponsor and, if necessary, any affected Participants of the addresses, telephone numbers, Internet addresses, etc. which may be used for these contacts. If the Plan uses an individually designed non-Prudential plan document, the Plan Sponsor is responsible for assuring that the Plan document does not bar electronic or other nontraditional means of recording and authenticating actions in connection with Plan operations.

7. Other Services. The Plan Sponsor agrees that from time to time Prudential Retirement Insurance and Annuity Company and/or its affiliated companies (hereinafter "Prudential"), may provide both current and former participants of the Plan Sponsor, and Participants in the Plan, with information on products and services provided by Prudential. However, Prudential shall not divulge any information regarding the current or former participants of the Plan Sponsor, or Participants in the Plan, to any person outside the employ of Prudential without the consent of the Plan Sponsor or unless legally required to do so.

Prudential may provide additional services to the Plan as may be separately agreed upon with the Plan Sponsor. Such agreement shall include the amount and manner of compensation to be received by Prudential for those additional services.

8. Broker- Dealers. The parties recognize the firm of Wells Fargo Advisors, LLC as a selling BrokerDealer in connection with the sale of investment products to the Plan and Mark J. Tomei as the individual registered representative of the a selling Broker-Dealer procuring the sale. Wells Fargo Advisors, LLC has a selling agreement with PIMS or with Prudential, and Prudential reserves the right to replace Wells Fargo Advisors, LLC and Mark J. Tomei in accordance with


Master Contract No. TTAXCFYll112 Procurement Contract No. TTAXCFY 11112


such agreement.

Additionally, the parties recognize the firm of Emerge Financial Group ("Emerge") as the firm retained by Prudential to perform certain enrollment, education and marketing services for the Plan and Gene Hilliard as the authorized representative of Emerge and registered representative of H.D. Vest Investment Services, a selling Broker-Dealer. Both Emerge and H.D. Vest Investment Services have agreements with PIMS or with Prudential and Prudential reserves the right to replace Emerge, H.D. Vest Investment Services and Gene Hilliard in accordance with such agreements.

9. Independence of Plan Signatory. Plan Sponsor confirms that the person signing the Agreement on behalf of the Plan (the "signer") is "independent," within the meaning of ERISA, such that, to the best of its knowledge, the signer will not receive commissions or other consideration from Prudential or its Affiliates, from the Selling Broker or its Affiliates or from the Registered Representative or his/her Relative. An "Affiliate" of an entity is (i) a partner, director, officer or employee of such entity or (ii) another entity controlled by or under common control with such entity. A "Relative" of an individual is the individual's ancestor, spouse, brother, sister, spouse of a brother or sister, direct descendent (including adopted persons) or spouse of a direct descendent.

10. Incorporation of Alameda County Standard Services Agreement. Attached hereto and incorporated herein by reference is Exhibit a-Part II, which comprises the Standard Services Agreement and all attachments thereto. Signatures affixed to this Agreement shall constitute the signing of the Standard Services Agreement at the same time and with the same effect as if the Standard Services Agreement were signed directly. In the event of any conflict between Exhibit a and any other provisions of this Agreement, the provisions of Exhibit a shall control except as specifically provided for in this paragraph FlO. Upon the effective date of this Agreement, the prior agreement between the parties concerning 401(a) services, excluding trust services, is terminated.


Master Contract No. TTAXCFYII/12 Procurement Contract No. TTAXCFY II /12


The persons signing below affirm that they are authorized to act on behalf of the parties to this Agreement and that the parties agree to be bound by the terms of this Agreement.

Plan Sponsor: Prudential:

Name

Authorized Signature Authorized Signature

5ecc>",~ VZC~ Pres i'c1et'\1-Title Title

7 )Cj /!OJ.. Date Signed Date Signed

Date Agreement Effective (to be filled in by Prudential per agreement with Plan Restated July 1, 2012 Sponsor):

Approved as to Form

DONNA R. ZIE R, County Counsel 8 (

Print Name \)" ~ I, S-e7~CJlA.

DC - Service Agreement - FS - 401 (a)

Master Contract No. TTAXCFYlll12 Procurement Contract No. TTAXCFYll/12


EXHIBIT A

ELECTION OF SERVICES

The following services have been elected:

D TRANSITION MANAGEMENT SERVICES (Exhibit B)

~ PLAN RECORDKEEPING SERVICES (Exhibit C)

~ BENEFIT PROCESSING SERVICES

~ Outsourced (Outsourcing Services - See Exhibit G)

~ Plan Sponsor Approval (Participant Transaction Center - See Exhibit H)

~ ENROLLMENT AND COMMUNICATION SERVICES

o Enrollment kits mailed to Participant homes

~ Enrollment kits sent, in bulk, to the Plan Sponsor

cgJ GOALMAKER (As described in the Investment Selection Directive, Prudential will make available its asset

allocation services)

~ PLAN DOCUMENT AND DISCLOSURE SERVICES (Exhibit D)

~ PLAN TESTING SERVICES (Exhibit E)

~ 402(g) Excess Deferrals Reporting

D SELF-DIRECTED BROKERAGE ACCOUNT SERVICES (Exhibit F)

Prudential shall perform the following test if elected below by the Plan Sponsor: "current availability" (Treas.

Reg. 1.401(a)(4)-4(b)) under benefit, right and feature test.

D Prudential To Perform Current Availability Test

~ OUTSOURCING SERVICES (Exhibit G)

As described in Exhibit G, Prudential will provide the following Services:

Participant-Requested Transactions

~ Acceptance of Rollovers

~ Distribution at Termination, Retirement, Death and Disability

~ Loan Initiation


Master Contract No. TTAXCFYII/12 Procurement Contract No. TTAXCFYII/12

Alameda County Deferred Compensation Plans- Recordkeeping and Administrations: 7-1- 2012

Services Other Than Participant-Requested Transactions

[8J Address Changes/Mailings

[8J Beneficiary Maintenance

[8J Loan Interest Rate Monitoring

[8J Loan Default Notification

[8J Minimum Required Distributions

[8J Qualification of Domestic Relations Orders

[8J PARTICIPANT TRANSACTION CENTER (Exhibit H)

[8J DIRECT SERVICE OPTION (Exhibit I)

[8J DISCLOSURE OF MARKET TIMING/EXCESSIVE TRADING MONITORING PROGRAM (Exhibit J)

[8J PRUDENTIAL RETIREMENT FLOAT POLICY (Exhibit K)

[8J PLAN ADMINISTRATIVE EXPENSES (Exhibit L)

[8J ANNUAL REVENUE RECORDKEEPING (Exhibit M)

[8J PERFORMANCE STANDARDS (Exhibit N)

[8J QUESTIONNAIRE FOR DETERMINING THE WITHHOLDING STATUS (Exhibit a-PART I)

[8J COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT (Exhibit a-PART II)

[8J PRLlDENTIALTRUST COMPANY (As described in a separate trust agreement, Prudential Trust Company

provides directed trustee services for the Plan under the terms of a separate trust agreement previously

executed between the Plan Sponsor and Prudential Trust Company).

To help the government fight the funding of terrorism and money laundering activities, Federal law requires

all financial institutions to obtain, verify, and record information that identifies each person who opens an

account. When the Plan Sponsor opens an acwunt, certain information will be requested to allow us to

identify the Plan Sponsor. We are required to verify this identifying information.

DC - Service Agreement - FS - 40 I(a) II

Master Contract No. TTAXCFY 11/12 Procurement Contract No. TTAXCFY 11/12


EXHIBIT B

No transition services required under this Agreement


Master Contract No. TTAXCFYl1/12 Procurement Contract No. TTAXCFY 11I 12

Alameda County Deferred Compensation Plans - Recordkeeping and Admin istrations: 7-1- 2012

EXHIBITC

Plan Recordkeeping Services

Prudential will provide the following administrative services under this Agreement:

1. Benefit Processing Services

a) Investment Processing and Pricing

i) Contributions and loan Repavments. Prudential will post contributions and loan repayments to Participant accounts within one (1) Business Day of receipt of a Complete Request to do so. A Complete Request has two components, useable data and available funds equal to the total amount shown in the data.

a) Data is useable if remitted to Prudential via secure e-mail, in Prudential's requested format (unless Prudential agrees to another medium or format), and includes all required data elements. Required data elements include:

• Plan Name and (Prudential-issued) Plan Number

• Sub Plan Number (if applicable)

• Money Type

• Participant Social Security Numbers

• Participant Names

• Payroll Ending Date

• Dollar Amount of Contribution or loan Repayment

b) If data is not useable, Prudential will promptly attempt to contact the Plan Sponsor for clarification and correction of the data, as described in Section l(b) below.

c) Once Prudential finds the data useable, Prudential will accept deposits (dollars) that are equal to the data received. These deposits must be remitted to Prudential via electronic media, such as Federal Funds wire or Automated Clearing House (ACH) debit, unless Prudential instructs otherwise.

d) Deposits received via electronic media on a Business Day before the Cut Off Time will be invested as previously directed at the price determined for that Business Day. Similarly remitted deposits received on a non-Business Day or after the Cut Off Time will be invested at the price for the next Business Day.

ii) A "Business Day" is a day tile New York Stock Exchange is open for business. The "Cut Off Time" is the closing time of the New York Stock Exchange, normally 4 p.m. Eastern Time, unless an earlier time is provided by agreement with the Plan Sponsor. For certain Plan Sponsor initiated deposits or withdrawals from a Plan investment fund, the underlying securities of which are traded on a financial market other than the New York Stock Exchange, a "Business Day" will be a day the applicable financial market is open for business and the "Cut-Off lime" will be one hour prior to the closing time of such market.


Master Contract No. TTAXCFYll1l2 Procurement Contract No. TTAXCFYI 1/12

Alameda County Deferred Compensation Plans - Recordkeeping and Administrations: 7-1 - 2012

Prudential will notify the Plan Sponsor of any Plan investment which is subject to this alternative "Cut-Off Time".

iii) Distributions. Prudential will process in-service withdrawals and distributions in accordance with the terms of the Plan. Such distributions may be for reasons of a Participant's retirement, seyerance from employment, death, disability or such other event as the Plan permits. Prudential will mail distribution checks within five (5) Business Days of receipt of a properly completed Prudential-provided disbursement request. Unless the Plan Sponsor has elected outsourcing services, such distributions will be made upon the Plan Sponsor's authorization. The distribution amount will be determined based on the investment price as of the day amounts are actually removed from the investment account in preparation for payment. Prudential reserves the right to delay distribution beyond this period to the extent required for the Plan to comply with applicable laws.

iv) Investment Exchanges. Prudential will process all investment exchanges immediately upon receipt of a properly completed Prudential-provided exchange request. Properly completed requests received by the Cut Off Time on a Business Day will be processed using the share price at the end of that Business Day. Requests received on a nonBusiness Day or after the Cut Off Time will receive the price at the end of the next Business Day. A request is properly completed when it clearly shows the number and types of interest to be acquired and disposed of and reasonably indicates that the transfer is authorized by the Participant or the Plan Sponsor.

v) Net Trades. Plan Sponsor acknowledges that Prudential may accomplish all requested investment transactions either by (1) buying and selling shares to cover all requested purchases or sales for Plan customers and Participants or (2) buying or selling only the number of shares necessary after matching purchases and sales either among the Plan Participants or among all Plan customers, or by a combination of the two methods.

b) Absence of Useable Data - Temporary Investments (i) Except as provided in Section l(b)(ii) below, any funds (including contributions and loan

repayments) forwarded to Prudential prior to Prudential's receipt of useable data, as described in Section l(a) above, will be deposited, in its entirety, in a pool of short-term investments in Prudential's name (the "Short Term Pool"). Prudential will notify the Plan Sponsor as soon as is reasonably possible that funds were received without useable data, and will make all commercially reasonable efforts to assist in securing useable data. After the Plan Sponsor provides useable data, Prudential will allocate the funds, without earnings, according to current investment instructions, to appropriate Participant accounts as soon as is reasonably possible. Plan Sponsor acknowledges that it is responsible for providing useable data in advance of or at the time that funds are forwarded and, therefore, is responsible for the temporary investment in the Short Term Pool.

(ii) In the event that funds are received and the amounts can be matched to participant accounts, but Prudential does not have the data necessary to determine the investment instructions for any such participant, the funds will be allocated to the participant account and invested in the fund expressly designated by the Plan Sponsor. Prudential will make information available to


Master Contract No. TTAXCFY11/12 Procurement Contract No. TTAXCFY 11 I 12


the Plan Sponsor regarding such allocations, but otherwise will have no responsibility for this investment choice.

2. Recordkeeping Services

a) Plan and Participant Accounts. Prudential will maintain a Participant Account for each Plan Participant for whom it receives records, and other Plan Accounts, as necessary. Prudential will update such accounts daily according to changes in investment performance. For purposes of this Agreement, the term "Participant Account" shall include both Plan and Participant Accounts maintained under the Plan on Prudential's record keeping system.

b) Plan Records. Prudential will maintain records of all Participant activity, operational information, and communication in connection with its performance of services for the Plan for the duration of this Agreement.

c) Qualified Domestic Relations Orders. Prudential will establish a separate Participant record for the alternate payee or payout benefits under QDROs according to express authorization and direction provided by the Plan Sponsor. Additional services may be provided if the Plan Sponsor elects Outsourcing Services.

3. Reports

Beginning with the Plan Year in which the Effective Date of this Agreement falls:

a) Periodic Reports. Prudential will provide Plan-level reports utilizing the information maintained on its record keeping system.

b) Financial Statements. Prudential will provide Plan-level information on each available investment option under the Plan.

c) Government Reporting. Prudential will:

i) Withhold appropriate taxes and pay them over to tax authorities with appropriate reports, such as IRS Form 945.

ii) Process applicable year-end ·:ax reporting (1099R) for Participants.

4. Participant Services

a) Service Representatives. Service Representatives will be available at a toll free telephone number from 5:00 a.m. to 6:00 p.m. Pacific Time, Monday through Friday, excluding holidays and days on which the New York Stock Exchange or Prudential are closed for business (including emergency closings), to assist Participants and the Plan Sponsor. Hours of operation are subject to change upon notice to the Plan Sponsor.

b) Voice Response and Internet Services. Prudential will make available a toll-free number and access to an Interactive Voice Response (IVR) unit and/or Prudential Internet Web site (or other electronic means subsequently adopted by Prude ntial) to allow Participants to access certain account information and, to the extent not restrkted by the Plan Sponsor, initiate Plan transactions at any time. Prudential reserves the right to require all or some transactions to be accomplished or notices provided using electronic means if it reasonably determines these means are accessible by the Plan Sponsor and Participants.


Master Contract No. TTAXCFY11/12 Procurement Contract No. TTAXCFY 11/12


c) Confirmations and Records. All transactions, including failed requests and electronic transactions, will be confirmed with the Participant and properly recorded.

d) Participant Statement of Account. Participants will receive standard quarterly statements. Statements may include inserts and/or customized messages provided by Prudential or, with the prior approval of Prudential, the Plan Sponsor.

5. Enrollment and Communications Services

Enrollment information with standard forms and notices, as well as a summary of Plan terms will be made available to all eligible employees. Prudential will process all enrollment agreements received and report to the Plan Sponsor when contributions may commence. At the direction of the Plan Sponsor, Prudential may also process the enrollment of employees pursuant to a negative enrollment provision of a plan document: As described under the Recordkeeping Services of this Exhibit, Prudential may automate this process when it determines, in consultation with the Plan Sponsor, that necessary criteria are met.

Prudential will develop custom print materials and custom Web landing page. Participant communication campaign to announce the establishment of the Plan and to provide Participants with information that will enabl~ them to make an informed decision regarding participation. Such campaign may include and is not limited to:

1. Announcement materials (i.e., announcement letter, question and answer summary, brochure, newsletter article),

2. Slide show, audiovisual, video presentation, and/or educational sessions on local Television station through Berkley Community Media,

3. Enrollment support (i.e., conduct Participant enrollment meetings, including a questionand-answer session).

Videotaping or audio taping of enrollment meetings or other Participant information sessions is strictly prohibited. Prudential reserves the right to discontinue any session that it discovers is being recorded in violation of this provision.

Prudential field services up to 20 hours per week for 0.05 bps (0.005%).


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EXHIBIT D

Plan Document and Disclosure Services

Prudential will have no responsibility to update individually designed non-Prudential Plan documents as required by changes in the law and regulations. Maintenance of a document qualified in form is the responsibility solely of the Plan Sponsor. The Plan Sponsor will inform Prudential of changes to the Plan Document in writing prior to the time Prudential is expected to implement those changes. The Plan Sponsor will inform Prudential of changes to the Plan Document in writing prior to the time Prudential is expected to implement those changes.




EXHIBIT E

Plan Testing Services

If elected by the Plan Sponsor, Prudential will report compliance requirements as follows:

• 402(g) Excess Deferrals Reporting - Prudential will periodically provide the Plan Sponsor with a report comparing each Participant's contributions to the Plan against the maximum deferral limit [§402(g)].


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EXHIBIT F

No Self Directed Brokerage Option at this time

DC - Service Agreement - FS - 401 (a) 18 a

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EXHIBIT G

Outsourcing Services

Prudential will provide the outsourcing services, as listed in Exhibit A, to the Plan. The following is a description of some of those elected services.

When the Plan Sponsor or other named Plan fiduciary elects any Outsourcing Services, it retains overall responsibility for the operation and administration of the Plan, including all functions listed below that it has directed Prudential to perform. Therefore, the Plan Sponsor has authority for making policy decisions concerning Plan administration, including the functions listed below, and providing for review and audit of these operations as it deems necessary. Prudential suggests that the Plan Sponsor carefully review this description of Outsourcing Services. Upon request, Prudential will provide additional information about any service described below.

In addition to providing data on a timely basis and in a form useable by Prudential, the Plan Sponsor accepts responsibility for promptly addressing errors identified by Prudential or independently noticed by the Plan Sponsor.

Unless otherwise informed by the Plan Sponsor, Prudential assumes that the Plan or plans for which Prudential provides recordkeeping services are the Plan Sponsor's sole Plans required to be taken into consideration in applying regulatory requirements.

A. Outsourced Participant-Requested Transactions Processing

Acceptance of Rollovers

Prudential will request documentation from participants who wish to rollover funds into the Plan to verify that the funds can be accepted as a rollover into the Plan according to the Plan provisions and applicable law. The criteria listed below will be used by Prudential to determine whether a rollover contribution can be accepted. Prudential will not exercise discretion as a plan fiduciary and will determine if the rollover can be accepted based only on the criteria provided by the Plan Sponsor. When the application of these guidelines to specific situations is unclear and/or may require discretionary action or decisions, Prudential will contact the Plan Sponsor (as the Plan's fiduciary) to clarify these guidelines and/or make a decision regarding a rollover.

Indirect Rollovers (within 60 days of receipt of distribution by participant) -- All of the following will be requested:

A. A copy of a statement from the distributing plan or carrier that includes the plan name and identifies the type of plan (i.e., 401(a), 403(b), governmental 457(b) etc.).

B. A letter from the distributing plan or plan representative stating the plan is qualified under the applicable section of the Internal Revenue Code, or a copy of the plan's most recent determination letter or opinion letter.

C. A statement from the distributing plan or carrier providing the breakdown of before-tax and after-tax contributions. For rollovers of Roth 401(k), Roth 403(b) or Roth governmental


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457(b)contributions (when allowed by the Plan), the participant will also be asked to provide a letter from the prior plan's administrator that provides:

1. The amount of Roth contributions (basis) being rolled over, and

2. The participant's "Roth start date" (i.e., the date from which the 5-taxable-year nonexclusion period is determined).

D. A certification from the participant that the distribution can be rolled into the account because it:

1. Is not one of a series of substantially equal periodic payments (no less frequent than annually) distributed over the participant's life or life expectancy (or the joint lives or joint life expectancies of the participant and their beneficiary) or over a period equal to or greater than 10 years,

2. Was received by the participant no more than 60 days before the date of the rollover into the Plan,

3. Would be includible in gross income if not rolled over in its entirety,

4. Does not represent a Minimum Required Distribution, a hardship distribution, or a corrective distribution, and

5. Was distributed to the participant, and not as a beneficiary or surviving spouse.

Situations in which a participant requests to roll over a distribution more than 60 days after distribution, and indicates they qualify for an exception to the 60-day rollover period, will be referred to the Plan Sponsor for direction.

Direct Rollovers -- All of the following will be requested:

A. A copy of a statement from the distributing plan or carrier that includes the plan name and identifies the type of plan (i.e., 401(a), 403(b), governmental 457(b), etc.)


C. A statement from the distributing plan or carrier providing the breakdown of before-tax and after-tax contributions. For rollovers of Roth 401(k), Roth 403(b), or Roth governmental 457(b)) contributions (when allowed by the Plan), the particioant will also be asked to provide a letter from the prior plan's administrator that provides:


2. The participant's "Roth start date" (i.e., tre date from which the 5-taxable-year nonexclusion period is determined).

If Prudential does not receive a letter from the distributing plan or plan representative, or a copy of a determination letter or opinion letter (as described in paragraph B of the Indirect Rollover and Direct


Master Contract No. TTAXCFY II /12 Procurement Contract No. TTAXCFYII/12


Rollover sections above) after the initial request, Prudential will accept the indirect or direct rollover if the participant has submitted a copy of a plan statement containing all of the information noted in paragraph A above.

If the rollover is accepted under these criteria but the participant does not provide the breakdown of before-tax and after-tax contributions, Prudential will record the entire rollover as a before-tax contribution. If a participant rolling after-tax contributions into the Plan does not provide the amount of pre-'87 and post-'8G contributions, the after-tax portion of the rollover will be treated as consisting

I

entirely of post-'8G contributions.

If a rollover accepted under these criteria contains Roth 401(k) or Roth 403(b) contributions and the participant does not provide a letter from the prior plan administrator with the "Roth start date" noted in paragraph Cabove, Prudential will use the date the rollover is processed as the "Roth start date".

Distributions at Termination, Retirement and Disability

After receiving notification from the Plan Sponsor that a Participant has terminated employment, retired or become disabled, Prudential will review the data available on its record keeping system to ensure all distributions are made in accordance with plan provisions. If a distribution request or information contained in the request is inconsistent with prior direction from the Plan Sponsor (e.g., Plan Sponsor previously directed Prudential to freeze the account due to receipt of a domestic relations order or federal tax levy), Prudential will contact the Plan Sponsor for direction. Prudential will also contact the Plan Sponsor to verify participant vesting if the result of a vesting calculation it performs upon receiving the distribution request varies significantly (i.e., by more than one increment of the Plan's vesting schedule) from the participant's vesting percentage held in Prudential's recordkeeping system at that time.

After discrepancies have been resolved, Prudential will send a letter to the affected Participant notifying the Participant of the action that will be taken with respect to the Participant's account (e.g., cash-out or deferred payment) if the Participant does not elect otherwise. Prudential will direct Participants to contact Prudential within a set timeframe (80 days unless a different period is chosen by the Plan Sponsor) to make a distribution election.

If the Participant does not contact Prudential by the stipulated deadline, Prudential will cash-out the account, roll the balance to an IRA or defer the distribution, as required by Plan provisions. If the Participant does contact Prudential to make a distribution election by the deadline, Prudential will process the distribution effective on the date Prudential receives all necessary information, including spousal consent to the distribution (if required). Prudential may automate this process when it determines, in consultation with the Plan Sponsor, that necessary criteria are met.

Distributions Due to Death

If the Plan Sponsor elects Prudential's Beneficiary Mainte nance Service, following notice of death, Prudential will contact the beneficiary (ies) it has on file to obtain the necessary information to distribute the account according to the beneficiary's election and the Plan's provisions.

If Prudential's Beneficiary Maintenance service is not elected by the Plan Sponsor or there is no beneficiary election in Prudential's records, following nctice of death, Prudential will contact the Plan Sponsor to identify the beneficiary of the account. Prudential will then contact the beneficiary (ies) to


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obtain the necessary information to distribute the account according to the beneficiary's election and the Plan's provisions.

If the beneficiary has not reached the age of majority under applicable law and/or resides outside of the United States, Prudential will require additional documentation from the beneficiary and/or guardian before payment of the benefit can be made to ensure proper payment and tax reporting of the distribution. In addition, Prudential will refer any issues/questions regarding the validity of a beneficiary designation or the proper payment of the benefit to the Plan Sponsor, who will be responsible for providing Prudential with written direction.

Loan Initiation

Prudential will follow the criteria listed below in determining whether to approve a loan request. Prudential will not exercise discretion as a plan fiduciary and will determine loan eligibility based only on the criteria provided by the Plan Sponsor after the loan request has been screened as described in the Administrative Services Agreement. When the application of these guidelines to specific situations is unclear and/or may require discretionary action or decisions, Prudential will contact the Plan Sponsor (as the plan's fiduciary) to clarify these guidelines and/or make a decision with respect to that loan request.

~ Principal Residence Loans (i.e., loans with terms greater than 5 years).

Definition:

A loan used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the participant. "Reasonable time" will be 6 months from the date the loan is made.

The following are some of the expenses that are not considered to be expenses related to the purchase of a principal residence:

• Mortgage payments or costs covered within the mortgage loan itself (non-out-of-pocket expenses).

• A down payment or closing costs that the participant has already satisfied, unless the requested loan will be used to repay a loan from a third party that would otherwise qualify as a principal resIdence loan and a copy of such other loan is supplied.

• Purchase of non-primary residence such as a vacation home or business. • Purchase of primary residence for anyone other than the participant. • Costs associated with refinancing.

Criteria for Approval and/or Documentation Required:

• A binding contractual agreement to build or purchase a home signed by the seller/builder and buyer (participant signature). This agreement must include the address of the residence to be purchased/constructed, total purchase/construction price, and a settlement of completion date (may be no more than 6 months from the date of the loan request).

• Written document (from the financial institution) listing closing costs.


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Prudential will accept a Participant request ("Request") initiating a loan on a form prescribed by Prudential and consistent with the Plan Sponsor's direction as communicated to Prudential. The Request may be made by authorized electronic means or other method acceptable to Prudential. Prudential will record the date and time the Request is received. Prudential will compare the Request with data in Prudential's record-keeping system, the Plan document, the Loan Policy (as applicable) and regulatory requirements.

a) If the Request is inconsistent with file information, the Plan document or regulatory requirements, Prudential will reject the Request (tiee paragraph d) below for information about the handling of rejected Requests).

b) If the Request is incomplete or contains obviously erroneous or garbled information, Prudential will attempt to contact the applicant for clarification or additional data. If all information is not clear and complete after that attempt, Prudential will reject the application.

c) If the request is complete and it is consistent with file information, the Plan document and regulatory requirements, Prudential will screen it further to determine if spousal consent or other documentation is necessary before the Request can be processed.

1) Spousal Consent - If a Participant identifies him or herself as unmarried and this information is consistent with data in Prudential's record-keeping system, Prudential will continue the screening process without asking the Participant to obtain spousal consent to the transaction. If a Participant in a Plan, which includes spousal consent provisions and identifies him or herself as married, the following will apply:

• If neither the Plan document nor applicable regulations require the spouse to consent to the Request, the screening process will continue.

• If either the Plan document or applicable regulations require the spouse to consent before the Participant can receive the requested loan or in-service withdrawal and Prudential does not have a record of the spouse's consent to the transaction, Prudential will provide the Participant with the forms required and inform the Parricipant that he/she must obtain the spouse's consent before the transaction can be processed. Prudential will direct the Participant to send the completed spousal consent forms to Prudential. When received, Prudential will review the forms for completeness. If Prudential has received all n=quired information and signatures, Prudential will update its records to show that the spouse consented to the Request. If required by the Plan Sponsor, Prudential will then direct the Participant to submit his/her Request for additional screening (if required by the Plan Sponsor) or approval.

2) Principal Residence Loans or Other Loan Types That Require Documentation -If a Participant requests a loan for a period exceeding 5 years, Prudential will require the Participant to provide information supporting the participant's certification that the loan will be used to acquire a dwelling unit that within a reasonable time is to be used as the principal residence of the Participant. Unless specified


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otherwise, Prudential will consider the documentation requirement satisfied only if the Participant provides Prudential with copies of the following information dated no earlier than 45 days prior to the date Prudential receives that information: a binding contractual agreement to build or purchase a home signed by all parties to the contract and an estimate of closing costs provided by the

\

financial institution. When this (or other documentation specified by the Plan Sponsor) has been submitted, the'screening process will continue.

Prudential will process the Request if it' meets all requ'irements as described above.

Prudential will reject the Request if it fails to meet one of the Plan, regulatory and/or documentation requirements.

d) If a Request is rejected for any of the reasons described above, Prudential will inform the Participant of that fact and the reason(s) for the rejection. Should a participant object to the rejection of a Request and Prudential can ascertain no error on its part during processing, Prudential will refer the issue to the Plan Sponsor or other authorized person for resolution. Prudential will comply with any reasonable request for assistance in answering the participant's objection, but reserves the right to charge for extraordinary services. If the Plan Sponsor or other authorized person decides the loan or withdrawal is appropriate, Prudential will continue processing from the point where the problem was identified and process the loan or withdrawal under that person's instructions.

e) Prudential may automate this process when it determines, in consultation with the Plan Sponsor, that necessary criteria are met.

B. Outsourced Services Other Than Participant-Requested Transaction Processing

Address Changes/Mailings

Participants may contact Prudential via the Prudential call center to make address changes. For security purposes, Prudential will mail a notification ofthe change to the participant's original address. Based on the option selected below, Prudential will only take action on requests for address changes from the Plan Sponsor or former employees of the Plan Sponsor whose account is being administered under Prudential's Direct Service Option; or from the Plan Sponsor or former employees of the Plan Sponsor who are plan participants; or from all plan participants and beneficiaries.

D Prudential will only take action on requests for address changes from the Plan Sponsor or former employees of the Plan Sponsor whose account is being administered under Prudential's Direct Service Option

D Prudential will only take action on requests for address changes from the Plan Sponsor or former employees of the Plan Sponsor who are plan participants.

I:8J Prudential will take action on requests for address changes from all plan participants and beneficiaries.


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Beneficiary Maintenance

Participants may contact Prudential via the Prudential call center to make beneficiary changes. For security purposes, Prudential will mail a notification of the change to the participant's original address. Prudential will only take action on requests for beneficiary designation changes from the Plan Sponsor or former employees of the Plan Sponsor who are plan participants. Questions/challenges with respect to the validity of a particular beneficiary election will be referred to the Plan Sponsor. Beneficiary elections/changes requested by anyone other than the participant (e.g., someone with a Power of Attorney with respect to the participant) will be referred to the Plan Sponsor for validation.

loan Interest Rate Monitoring

Prudential will issue participant loans using a loan interest rate (the "Rate") that is based on the "bank prime loan" rate provided on www.federalreserve.gov (plus or minus the applicable percentage the Plan Sponsor may elect) as of the last business day of each calendar quarter or another frequency, or the loan interest rate specified by the client and listed below in this document. Each Rate will be effective for all new loans initiated on and after the business day next following the establishment of such Rate. Each Rate is effective until a new Rate is established. Such Rate will not change during the participant's loan repayment period.

General Purpose Loans: Prime + 1% Primary Resident Loans: Prime + 1%

loan Default Notification

Prudential will identify delinquent loans and notify the Plan Sponsor of all loans with payments which are identified as being past due according to the plan's loan policy. This information will be provided to the Plan Sponsor by means of the "Loan Risking Default Report" which will be posted on the Plan Sponsor web-site. Absent Plan Sponsor direction to the contrary, Prudential will process loan defaults after the plan's grace period has elapsed without receipt of a repayment. Prudential will provide appropriate tax-reporting information to the affected participant and the Internal Revenue Service and notify the Plan Sponsor of any loans that have been defaulted.

Required Minimum Distributions

Prudential will provide an annual report to the Plan Sponsor identifying participants who may be subject to the Required Minimum Distribution ("RMD") requirements. Prudential will provide initial notification, annual tax withholding notice and life status change forms to applicable participants whom the Plan Sponsor has validated as being subject to the RMD requirements. Prudential will process the RMDs based on the forms returned to Prudential by the participant. If no forms are received, Prudential will process the RMD based on its standard default process, as communicated to the Plan Sponsor.

Qualification of Domestic Relations Orders

Prudential shall perform administrative services related to QDRO's in accordance with current Alameda County procedures.


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EXHIBIT H

Participant Transaction Center

Expedited Claims Review Procedures

1. Receipt of Request. Any request for a transaction described in Section 4 ("Request") by a Plan Participant in a form prescribed by Prudential and consistent with the Plan Sponsor's direction as communicated to Prudential, will be accepted by Prudential if received by authorized electronic means or other method acceptable to Prudential. The date and time of receipt will be appropriately recorded.

2. Screening. Prudential will compare the Request with data in Prudential's record-keeping system, the Plan document and regulatory requirements. Prudential will submit to the Plan Sponsor for review through the Sponsor Website only Requests that satisfy this screening and will inform the applicant that the Plan Sponsor must approve the Request before Prudential can process the Request.

a. Spousal Consent - If a Participant in a plan subject to ERISA identifies him or herself as unmarried and this information is consistent with data in Prudential's record-keeping system, Prudential will submit the Request to the Plan Sponsor for review through the Sponsor Website. If a Participant in a plan subject to the spousal consent provisions of ERISA and/or the Internal Revenue Code identifies him or herself as married, the following will apply:

i. Prudential will submit to the Plan Sponsor for review through the Sponsor Website any Request for which no spousal consent is required.

ii. If spousal consent is required for any Request, Prudential will direct the Participant to provide to Prudential a properly completed form for spousal consent. Prudential will review any form returned to it and, if the form satisfies screening requirements, submit the Request to the Plan Sponsor for review through the Sponsor Website.

b. Requests Failing Screening- If a Request fails screening requirements, Prudential will deny the Request and notify the Participant (including an explanation). If a Request is incomplete or appears erroneous, Prudential will make reasonable efforts to obtain complete or correct information from the Participant. If such efforts fail, Prudential will deny the Request. If a Participant objects to the denial of a Request, Prudential will direct the individual to contact the Plan Sponsor. The Plan Sponsor, and not Prudential, shall be responsible for assuring that denial of any Request complies with the claims procedure requirements of applicable law.

3. Review by Plan Sponsor. If any Request satisfies scr=ening requirements, Prudential will post information concerning the Request on the Sponsor Website. This website function will allow the Plan Sponsor to review the Request, edit certair, information concerning the Request (e.g., dates of employment and birth dates) and approve deny or, within a brief period, revoke a prior denial and approve a Request. By approving a ReQuest, a Plan Sponsor will be deemed to have authorized the Request and directed Prudential to process it within applicable timing guidelines as referenced on the Sponsor Website. The Plan Sponsor is responsible for monitoring the Sponsor Website for Requests pendinf; the Plan Sponsor's approval. Prudential, at its option,


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may notify the Plan Sponsor of pending Requests but assumes no responsibility for doing so. If a Plan Sponsor denies a Request, the Plan Sponsor shall be responsible for notifying the Participant and assuring that such notice complies with the claims procedure requirements of applicable law.

4. Authorized Transactions. Prudential will follow these procedures for the following transactions to the extent permitted under the Plan and not being processed pursuant to the Outsourcing Services Exhibit:

I a. Distributions prior to termination of employment in lump sum or installment payment

forms b. Distributions following termination of empl6yment in lump sum or installment payment

forms c. Required Minimum Distributions (i.e., dis(tibutions required under Section 401(a)(9) of

the Internal Revenue Code) .


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EXHIBIT I

Direct Service Option

Prudential will provide third-party administrative services to terminated Participants who elect or are deemed to elect to retain their account balances in the investment options offered under the Plan. Prudential will perform the following administrative services at the direction of the Plan Sponsor.

1. Process transfers via IVR or the Participant website;

2. Process requests for distributions (partial or full);

3. Provide appropriate consent and distribution forms; and

4. Provide Participant Fund Statements quarterly and any such services as directed by the Plan Administrator and agreed to by Prudential. Expenses associated with the maintenance and administration of each terminated Participant's Account will be paid by the Participants, unless designated otherwise by the Plan Sponsor, as set forth in the Expense Schedule.


Master Contract No. TTAXCFYII/12 Procurement Contract No. TTAXCFYIIIl2


EXHIBIT J

Disclosure of Market Timing/Excessive Trading Monitoring Program

Prudential has a program to monitor participant trades to detect market timing/excessive trading and to stop such trading when it persists. The program's procedures are described below. The Plan Sponsor's agreement to these procedures will ensure the continued availability of the investment funds the Plan offers and will prevent market timing/excessive trading that harms long-term investors.

Prudential will monitor trades to identify potential market timing/excessive trading activity, and Prudential will contact the Plan Sponsor to identify these transactions. Simultaneously, Prudential will notify the participant in writing that his/her trading may constitute market timing/excessive trading, contrary to mutual fund policies, and that the mutual fund company may refuse transactions. If plan guidelines so provide, Prudential will suspend a participant's ability to trade via phone or internet, limiting trading to written communications by U.S. Postal Service.

For this program, Prudential's definition of market timing/excessive trading is as follows:

One or more "round trip" trades within a thirty-day period, where each buy or sell in the transaction is greater than $25,000; AND where the trading pattern did not result from systematic rebalancing, transfers supporting a long-term asset allocation strategy, payroll deductions, or other retirement planning activities. (We define a "round trip" as a transfer into and out of the same fund offered as part of the Plan.)

Prudential will continue to monitor trading activity, the marketplace, and new regulatory requirements. If necessary, Prudential will modify this definition and procedures.

While no process or approach can eliminate all market timing/excessive trading activity, Prudential's Market Timing/Excessive Trading Monitoring Program is intended to detect and deter disruptive-trading practices and to satisfy the requirements of investment options in the Plan, to ensure their continued availability. Please be assured that Prudential will continue to work diligently both to educate Plan participants about the harm caused by market timing/excessive trading and to notify the Plan Sponsor when market timing/excessive trading activity has occurred.

Prudential reserves the right, in its sole discretion, to modify the Program as well as the following policy.

Market Timing/Excessive Tnding Policy

BACKGROUND

Market timing/excessive trading is the frequent trading of shares in an investment option, typically in response to short-term fluctuations in the market. Market timing/excessive trading in large amounts can result in temporary financial disadvantages to the m~rket timer/excessive trader, however it can also have a disruptive effect on portfolio management of the investment option, resulting in increased costs and redu':ed returns to a plan as well as the participants invested in that investment option.

Prudential Retirement (PR), in its capacity as a record-keeper, will assist the Plan in protecting other Plan participants from the potential economic harm that ma',- arise from market-timing/excessive trading.




The Plan has adopted this policy, as it may be amended from time to time, to grant PR, as a recordkeeper, the authority to take the actions set forth in the policy.

As described in investment transfer confirmations and mutual fund prospectuses, mutual fund managers reserve the right to refuse purchase orders and transfers into their funds by any person, group or commonly controlled account if the managers believe the trading would have a disruptive effect on portfolio management.

POLICY

Definition of Market Timing/Excessive Trading

Market Timing/Excessive Trading is defined as:

(1) One or more participant-directed trades into AND out of (or out of AND into) the same investment option;

(2) Within a rolling 30-day period; and (3) Each trade is greater than $25,000

Automatic or system-driven transactions such as contributions or loan repayments by payroll deduction, re-mapping transactions, hardship withdrawals, regularly scheduled or periodic distributions, or periodic rebalancing through an automatic rebalancing program that is not initiated by the Plan do not constitute excessive trading and will not be subject to this criteria.

This definition will not apply to the following: 1) Self-directed brokerage and non-qualified retail accounts; and 2) company stock (share-basis), fund-of-funds, stable value funds, money market funds, funds with fixed unit values, and outside Guaranteed Income Contracts. However, the insurance company separate account options used by these accounts or funds will be subject to the rules governing those separate accounts. Similarly, the outside mutual funds used by these accounts or funds will be subject to the market timing policy of each mutual fund. Prudential will take action, as directed by the insurance company or by the mutual fund to enforce its rule or policy.

WARNING PROCESS

The first instance of marketing timing/excessive trading will result in a Warning letter to the participant. A copy of the Warning letter and/or a Trading activity report will be sent to the Plan Sponsor. There will be no penalties or trade restrictions imposed on the participant or the Plan at this time. If the market timing/excessive trading activity continues, the second instance of marketing timing/excessive trading will result in trade restrictions being imposed.

TRADE RESTRICTION PROCESS

Upon the second instance of market timing/excessive trading within a 6-month period, the participant will be placed on restriction for a 3 month period ("Restriction Period"). Trade restrictions may be extended incrementally (3 months) if the behavior recurs during the 6-month period immediately following the initial restriction.


Master Contract No. TTAXCFYII1I2 Procurement Contract No. TTAXCFY 11/12


During the Restriction Period, participants are restricted from making investment-related transactions (for example, transferring existing balances) on-line via the internet, via the Voice Response System (VRS) or via fax. All investment-related transactions must be in writing, with an original signature, delivered by the US Post Office (no overnight mail) to: Prudential Retirement, 30 Scranton Office Park, Scranton, PA 18507-1789. These paper transaction requests will be reviewed as soon as practicable, to ensure they are in good order, and will be subject to approval by PR, as the Plan's delegate, before they are processed. If an investment-related transaction is received via fax or overnight mail, it will not be honored and PR will notify the participant.

During the Restriction Period participants will be able to process non-investment related transactions (for example, loans, distributions, or, if applicable, changing allocations of future contributions or contribution rates to the program), if permitted by Plan rules and the Plan Sponsor's Personal Securities Trading Policy.

NOTIFICATION PROCESS

PR will send warning letters to each participant's home address as it appears on the record-keeping system. Warning letters and weekly reports of Market Timing Trading activity will be sent to the person the Plan has designated to receive this type of communication.

Restriction Notices will be sent via certified mail to the participant's home address, as soon as administratively practicable (generally the Monday following the determination that a restriction is warranted). Restriction Notices will be sent to the person the Plan has designated to receive this type of communication.


Master Contract No. TTAXCFYIIIl2 Procurement Contract No. TTAXCFYll/12


EXHIBIT K

Prudential Retirement Float Policy

Prudential Retirement ("PR"), a business unit of The Prudential Insurance Company of America ("Prudential"), is providing you with the information below to help you review float under your retirement plan.

"Float" means earnings that PR receives from the short-term investment of funds held in "concentration" accounts. These funds come from contributions and distributions under your retirement plan and, in small percentage, from payments of plan administrative expenses and at times transfers to other investment providers both of which PR processes similar to distributions. PR's use of concentration accounts for many clients allows PR to increase efficiency. If PR used accounts for single clients, the additional cost to each client would exceed the float attributable to that client that PR earns through the use of concentration accounts.

How Does PR Earn Float?

PR earns float anytime it invests funds of your plan in one or more investment pools in the name of Prudential or Prudential Retirement Insurance and Annuity Company. When PR earns float, PR keeps it as compensation for services provided to the plan. PR's services include the processing of contributions, distributions and loans. Float compensation is in addition to any other compensation, direct or indirect, paid to PR or any affiliate of PRo

What Are PR's Procedures For Contributions Awaiting Investment?

When PR receives contributions in "good order" (that is, with appropriate identification and investment direction) by the deadline on a business day, PR sends them to providers of plan investment options (e.g. mutual funds, separate accounts, etc.). PR sends the contributions by the beginning of the next business day, after PR has combined the investment directions of individual plan participants. Before this transfer, PR sweeps any cash it receives, including cash for contributions not received in good order, into a concentration account. PR invests this cash in a pool of short-term investments in Prudential's name (the "Short Term Pool').

If PR receives contributions that are not in good order, PR keeps them in the Short-Term Pool. PR immediately asks the plan sponsor for the information needed to put the funds in good order. The plan sponsor is responsible for giving this information to PRo If the plan sponsor does not respond within a reasonable time, PR will return the cash without earnings to the plan sponsor. Few plans send contributions to PR that are not in good order. It is PR's goal to achieve good order within three days.

If PR receives contributions after the deadline on a business day, PR will invest them in the Short Term Pool or, alternatively, hold them in a bank account overnight. PR treats these contributions as received on the next business day. If PR invests these contributions in the Short-Term Pool, it earns float. If PR holds the contributions in a bank account overnight, it does not earn float on these contributions but it may earn credits. Prudential uses these credits to pay banking fees. The credits generate no cash payment to Prudential.

What Are PR's Procedures For Distributions?


Master Contract No. TTAXCFYII1I2 Procurement Contract No. TTAXCFY 11/12


Plan participants and beneficiaries request distributions by electronic payment or paper check. PR issues electronic payments on the business day after the day an appropriate payee asks for payment. Following payee direction, PR asks the providers of plan investment options to send funds to PRo PR does not earn float on electronic payments. PR advances its own funds, without interest, to make electronic payments.

PR issues and mails paper distribution checks on the business day following the day a payee asks for payment. Following payee direction, PR asks the providers of plan investment options to send funds to PRo PR puts these funds in either the Short Term Pool or other pools that invest in a combination of long and short-term investments. PR moves these funds out of a pool when the payee cashes the distribution check. PR issues checks for participant loans in the same way. PR also puts funds for participant loans in a pool.

Upon your request, PR will send you a report on the status of your plan's outstanding distribution checks.

How is the Rate of Float Earned by PR Determined?

As discussed acove, PR holds cash briefly in a pool. Prudential gives a credit to PR for the PR concentration account's share of all earnings from any pool. The credit is a weighted average of the daily yield on money actually invested by the pool. The yield depends on whether the pool invests in short-term investments or a combination of short and long-term investments and what the pool actually earns on funds invested overnight in such investments. The earnings of different investments in a pool may vary and reflect market factors such as credit quality, issuer and maturity.

How Can a Plan Fiduciary Determine the Amount of Float PR Earns on Plan Accounts?

PR earns float on contributions until it sends them to providers of plan investment options (e.g. mutual funds, separate accounts). The float period for contributions received in good order begins on the day PR receives them and ends on the next business day. PR does not earn float, however, on contributions invested in investment options that are "stable value" funds offered by Prudential or a Prudential affiliate because such funds contractually pay interest to an investing plan starting on the day PR receives the contributions in good order. The float period for contributions not in good order begins on the day PR receives them and ends on the business day PR sends them to providers of plan investment options or returns them to the plan sponsor.

As noted above, the float rate depends upon the actual earnings of a pool. The Short Term Pool invests in short-term investments that primarily include commercial paper, time deposits, agency discount notes, loan participation and repurchase agreements. The other pools invest in a combination of long term and short-term investments including the sam? types of investments invested in by the Short Term Pool, government obligations, agency mortgage bact:ed securities, asset-backed securities, corporate bonds and money market funds.

By applying a publicly available short term interest rate such as the current "federal funds rate" (the interest rate charged by banks on overnight loans to other banks, established by the Federal Open Market Committee of the Federal Reserve and reported at http://www.federalreserve.gov/fomc/fundsrate.ht:n) to monthly plan contributions sent to PR in good order, excluding contributions to "stable value" funds offered by Prudential or a Prudential affiliate, a


Master Contract No. TTAXCFY11/12 Procurement Contract No. TTAXCFY II I 12


plan fiduciary may estimate the approximate amount of float PR earned in any month on the plan's contributions.

In the unlikely "event that your plan sent PR contributions not in good order, you may also estimate how much float PR earned. Calculate this estimate by applying a publicly available short term interest rate (as noted above) to your contributions and the number of days before you provided to PR the information needed to put the funds in good order.~

t

When PR makes distributions by paper check, PR earns float beginning on the day PR receives funds from the payee's plan investment accounts. The float period ends when the payee cashes the check. Most payees cash their checks promptly. If a plan fiduciary wishes to estimate the approximate amount of float PR earned in any month on distributions by check, the fiduciary may do so by estimating the percentage of all distribution checks cashed by payees within a given period (e.g., X% within Y days of issuance) and applying this percentage and a publicly available short term interest rate (e.g., the federal funds rate noted above but increased by 40 basis points) to the average monthly distributions under a plan.

Is this Float Policy Subject to Change?

Yes. PR may change its float arrangements in the future. If this happens, PR will tell you before the changes take effect. You will be assumed to consent if you do not object.

If you would like more information on Prudential Retirement's float policies, please contact your Account Executive.




EXHIBIT L

Plan Administrative Expenses

Prudential agrees to make payments ("Allowance") to or on behalf of the Plan in order to pay its reasonable and actually incurred Plan administration expenses. Prudential will make payment to the Plan as more fully provided below:

• Source of Payment. The source of funds for the payment is corporate assets of Prudential and/or its subsidiaries and affiliates. The Plan Sponsor acknowledges that Prudential is the owner of funds used for the payment until Prudential transfers such funds to the Plan Trust.

• Amount. The Allowance deposited into the Plan Expense Account will be as a result of a failure of a Performance Standard described in Exhibit N.

• Amount. The Allowance deposited into the Plan Expense Account will be determined in accordance with any excess revenue as described in Exhibit M.


Master Contract No. TTAXCFYII/12 Procurement Contract No. TTAXCFY11/12


EXHIBITM

Annual Recordkeeping Revenue

Prudential and Plan Sponsor agree that Prudential will be guaranteed annual record keeping revenue, from the sources defined below of 15 basis points (annualized) of Plan assets (excluding participant loans). The break-down of the 15 basis point revenue (annualized) is as follows: 7 basis point for recordkeeping and administration, 0.5 basis points for staff service representative up to 20 hours per week, 3.5bps to Emerge Financial Group, 4.0 bps to Wells Fargo Advisors.) Should the Revenue received in connection with the Plan exceed 0.15% (15 basis points), annualized, Prudential agrees to provide an aggregate amount equal to such amount in excess, to the Plan as an Expense Allowance ("Allowance") as described below. In the event of a material change to the Plan, Prudential reserves the right to review, adjust and/or terminate such arrangements with written notice to the Plan Sponsor.

Should the total Revenue for the calendar quarter equal 3.75 basis points, annualized, Prudential shall notify the Plan Sponsor of the amount of the shortfall. The Plan Sponsor shall have sixty (60) days from the date of such notification to pay the amount of the shortfall directly to Prudential.

Should the total Revenue for the calendar quarter exceed the 3.75 basis points, annualized, Prudential will deposit the amount of such excess 6-8 weeks after the end of the calendar quarter, e.g. the "payment period", as an Allowance into an account for the plan trust on Prudential's record keeping system until such time as the Plan Sponsor provides direction to Prudential regarding the disposition or re-investment of these funds.

Prudential will send the Plan Sponsor reports on a quarterly basis showing the calculations of the Revenue as described above. These reports will be sent 45 days after the end of each quarter. The plan expense account balance is available daily on-line.

For purposes of this agreement, Revenue shall include Distribution Revenue and Administrative Revenue as follows:

Components of Distribution Revenue and Administrative Revenue. The following components of Revenue will be utilized toward the Revenue amount that is described above.

The term "Distribution Revenue" shall mean the sum of the fund revenue, to the extent that such funds are available for investment under the Plan, such as the following revenue actually received by the Prudential Retirement business unit (as may be applicable from time to time) calculated in accordance with generally accepted accounting principles:

(a)"Prudential Mutual Fund 12b-l Fees" or "PMF 12b-l Fees" means the portion ofthe 12b-l fees paid by Prudential-sponsored mutual funds to PIMS that are allocated to Prudential in connection with Plans recordkept by its Prudential Retirement business unit. Currently, PIMS re calibrates such allocation annually, and shall make such allocation on the same basis for all retirement plans being record kept by Prudential Retirement.

(b) "Outside Mutual Fund 12b-l Fees" or "OMF 12b-l Fees" means the portion of 12b-l fees paid by mutual funds not sponsored by Prudential (or paid by an affiliate of such mutual fund) to PIMS in connection with the distribution of such mutual funds to Plans recordkept by Prudential Retirement.


Master Contract No. TTAXCFYII/12 Procurement Contract No. TTAXCFYIII12


(c) "Outside Mutual Fund Finder Fees" or "OMF Finder Fees" means the portion ofthe distribution fees (other than OMF 12b-l Fees) paid by mutual funds not sponsored by Prudential (or paid by an affiliate of the mutual fund) to PIMS in connection with Plan investments record kept by Prudential's Retirement business unit. Currently, PIMS re calibrates such allocation annually, and shall make such allocation on the same basis for all retirement plans being record kept by Prudential Retirement.

The term "Administrative Revenue" shall mean the sum of the following fund revenue, to the extent that such funds are available for investment under the Plan, such as the following revenues actually received by Prudential Retirement business unit (as may be applicable from time to time) calculated in accordance with generally accepted accounting principles:

(a) "Prudential Mutual Administrative Fee" or "PMF Admin Fee" means the portion of the fee (other than PMF 12b-l Fees, PMF Sub TA Fees and Pru Admin Wrap Revenue) paid by Prudential-sponsored mutual funds to Prudential Affiliates that are allocated to Prudential in respect of its administrative services in connection with Plans recordkept by its Prudential Retirement business unit. Currently, the funds' investment manager, Prudential Investments LLC, ("PILLC") re- calibrates such allocation annually and will make such allocation on the same basis for all retirement plans being record kept by Prudential Retirement.

(b)"Pru Administrative Wrap Revenue"or "Pru Admin Wrap Revenue" means the mortality and expense fees collected by Prudential from its insurance company separate account products, plus the other basis point wrap fees that are charged in respect of all of a Plan's mutual fund investments, plus the revenue associated with investment specific "wrap" fees imposed in connection with deposits made to particular plan investment options.

(c) "Prudential Mutual Fund Sub Transfer Agency Fee" or "PMF Sub TA Fee" means the portion of the transfer agency fee allocated by the transfer agent for each Prudential sponsored mutual fund (the "Transfer Agent" to Prudential in connection with Plans record kept by its Prudential Retirement business unit. Currently, the Transfer Agent establishes such allocation annually and makes such payment on a per participant basis. Such allocation shall be on the same basis for all retirement plans being record kept by Prudential Retirement.

(d)"Outside Mutual Fund Sub Transfer Agency Fee" or "OMF Sub TA Fee" means the portion of the transfer agency fee paid by an unaffiliated mutual fund to its transfer agent that is paid to Prudential in connection with Plans recordkept by Prudential Retirement. Such fee may be calibrated on the basis of the number of participants investing in the mutual fund (in which case such fee is expressed in dollars) or on the basis of the dollar amount of assets invested in the mutual fund (in which case such fee is expressed in basis points).

(e)"Outside Mutual Fund Sub Transfer Agency Fee" or "OMF Admin Fee" means the fee (other than OMF Sub TA Fees and OMF 12b-l Fees) paid by an unaffiliated mutual fund (or its affiliate) to Prudential in connection with Plans recordkept by Prudential Retirement.

(f) "Stable Value Fund Administrative Fees" or "SVF Admin Allowance" means the disclosed assets charged assessed on assets invested in the Prudential Stable Value Fund or any similar investment sponsored by a Prudential entity, but not including any other source of revenue related to that investment.




Any revenue realized by Prudential Retirement not specifically set forth herein shall not be included in the calculation.

• Plan Expense Account. Prudential will establish an account for the Plan Trust on Prudential's recordkeeping system. Prudential will deposit payments of the Allowance into this account at the frequency defined above and invest them in a stable value investment under the Plan, unless another investment option is selected by the Plan Sponsor until such time that the Plan Sponsor provides direction to Prudential regarding the disposition or reinvestment of these funds.

• Reporting. Prudential will provide periodic reports to the Plan Sponsor that show payments by Prudential to the Plan Trust under this arrangement.

• Amendment of Arrangement. This payment arrangement may be amended at any time in writing. Agreement by the Plan Sponsor to an amendment may be presumed if Prudential communicates the amendment to the Plan Sponsor in advance of the effective date of the change, indicates its intention to presume agreement to the amendment absent a response, and Prudential receives no response within a stated period or, if none is stated, by the time the change is to be implemented. In particular (and not by way of limitation), Prudential reserves the right to amend this arrangement in the event of a material change to the Plan.

• Termination of Arrangement. Each party may terminate this payment arrangement for any reason upon thirty (30) days prior written notice to the other. In particular (and not by way of limitation), Prudential reserves the right to terminate this arrangement in the event of a material change to the Plan or upon Prudential's conclusion that payments violate applicable law. Generally allowances are made available upon conclusion of the payment period. In the event the Plan Sponsor terminates service with Prudential prior to the conclusion of the period for which an Amount was provided, the portion of the Allowance attributable to that period must be refunded to Prudential by the Plan. If this amount is not refunded, Prudential reserves the right to deduct such amounts from assets available for transfer to the successor record keeper.

Plan Sponsor agrees, represents and warrants to Prudential:

• All instructions received pursuant to this provision will be submitted by persons authorized to act on behalf of the Plan and Prudential may rely upon those instructions as being genuine and duly authorized;

• The Plan document and any applicable Trust documents permit the Plan to make payment of administrative expenses from PI;Jn assets;

• This Allowance is permissible under both the Plan documents and any laws applicable to the Plan;

• All amounts paid pursuant to these provisions will be used solely for Plan administrative expenses that are reasonable and necessary to the Plan;


Master Contract No. TTAXCFY11112 Procurement Contract No. TTAXCFY 1111 2

Alameda County Deferred Compensation Plans - Rccordkeeping and Adm inistrations: 7-1- 2012

• That they will indemnify and hold Prudential harmless to the extent that there is a breach of any of the representations contained herein, which causes Prudential to suffer any expense or damage as a result;

• The Plan Sponsor has discussed this arrangement with its legal counsel to the extent it deems appropriate.


Master Contract No. TTAXCFYII/12 Procurement Contract No. TTAXCFY 11 I 12


EXHIBIT N

PERFORMANCE STANDARDS

Prudential and the Plan Sponsor hereby agree to the performance standards set forth below. Such standards shall apply to the plan recordkeeping and other administrative services Prudential is providing on behalf of the Plan.

In the event that Prudential fails to meet a performance standard with respect to a service (as set forth in this Exhibit) for any quarter, Prudential shall make responsible efforts to rectify the situation and deliver against that standard in the next quarter. In addition, in the event that Prudential failed to improve its performance regarding the previously identified service within the next calendar quarter, Prudential will provide a "Reimbursement Amount" as described in this Exhibit in the subsequent quarter. In the event a Reimbursement Amount is due under this paragraph, that amount shall be either (i) applied against the Plan's administrative expenses otherwise due to Prudential under this Agreement, or (ii) credited toward additional administrative services to be provided by Prudential to the Plan, or (iii) credited to a Plan Expense Account in accordance with the terms outlined in Exhibit L, provided however, any credited amount will not reduce the Allowance offered under Exhibit L.

Total dollars at risk each calendar year from service shortfalls related to plan services provided by Prudential on behalf of the Plan will be capped at $25,000 for the Plan Sponsor's plans maintained on Prudential's recordkeeping system.

Plan Sponsor client consultant Plan Sponsor Service availability time Representative available $750 per Quarter with an

Monday through Friday 5 am to annual cap of $3,000 8pm ET (Excluding Holidays).

Quarterly Statement Delivery 98% mailed or posted to the website within ten (10) business $1,000 per Quarter with an days after quarter close. annual cap of $4,000 Dependency; Receipt of all necessary information (example, message approval) from Alameda County 3 weeks prior to the end of the quarter for which the statement period

f-- . --t-i_s--'-aP.plicable. ---------j----------------i Loan Initiations 99% of loans processed within 2 $500 per quarter with annual

business days orovided the cap of $2,000 request is received in good order by 4 p.m. ET (or close 0; business)

----'-----t----- Withdrawals, Hardship 99% of withdrawals processed Withdrawals, Rollovers out within 2 busiless days provided $1,000 per Quarter with an

the request is received in good annual cap of $4,000 order by 4 p.m. ET (or close of business)

'----------------'--_. DC - Service Agreement - FS -- 40 I(a) 40



Contribution posting Prudential will post 99% of contributions and repayments to participants accounts within one (1) business day of receipt of good order request.

$1,000 per Quarter with an annual cap of $4,000

Plan Sponsor reports Data for the preceding quarter is available on the plan sponsor website within 10 business days, after the quarter end. Plan sponsors can'create customized, ad hoc reports via the Online Retirement Center for Plan Sponsors website. This website enables you to select from a wide range of data fields to include in your report, and to submit the report request instantly. The Plan Sponsor can also elect to receive an e-mail notification when the report is ready, typically within 24 hours.


Participant Satisfaction 80% rating of Satisfied to Highly Satisfied on a 5 point scale. $1,000 per Quarter with an

annual cap of $4,0_0_0 --'


Master Contract No. TTAXCFYII/12 Procurement Contract No. TTAXCFY 11/12


EXHIBIT O-PART I

QUESTIONNAIRE FOR DETERMINING THE WITHHOLDING STATUS

INSTRUCTIONS: This questionnaire is to be completed by the County department for services contracts and must be included as part ofthe contract package. Be sure to answer all of the questions in Sections I and II and to complete the certifications on page 2. Sections III and IV contain supplemental questions to be answered for contractors in certain service categories.

CONTRACTOR NAME: Prudential Retirement Insurance and Annuity Company (PRIAC)

DEPT #: 160100 Alameda County, Office of The Treasurer - Tax Collector

TITLE/SERVICE: Alameda County Deferred Compensation Plans Recordkeeping and Administration Contract

DEPT. CONTACT: Karen Poe PHONE: (510)272-6805

I. INFORMATION ABOUT THE CONTRACTOR YES NO

1. Is the contractor a corporation or partnership? (X)

2. Does the contractor have the right per the contract to hire others to do the (X) work agreed to in the contract?

3. If the answer to BOTH questions is YES, provide the employer 10 number here: 06-1050034.

No other questions need to be answered. Withholding is not required.

4. If the answer to question 1 is NO and 2 is YES, provide the individual social security number here: _ No other questions need to be answered. Withholding is not required.

5. If the answer to question 2 is NO, continue to Section II.

II. RELATIONSHIP OF THE PARTIES YES NO

1. Does the County have the right to control the way in which the work will be ( ) ( ) done, i.e., will the County be able to specify the sequence of steps or the processes to be followed if it chooses to do so?

2. Is the contractor restricted from performing similar services for other businesses ( ) ( ) while he is working for the County?

3. Will the contractor be working for more than 50% of the time for the County ( ) ( ) (50% = 20 hrs/wk; 80 hrs/mo)?


Master Contract No. TTAXCFYII/12 Procurement Contract No. TTAXCFY II /12


4. Is the relationship between the County and the contractor intended to be ongoing?

(I (I

III. FOR CONSULTANTS, PROJECT MANAGERS, PROJECT COORDINATORS

1. Is the contractor being hired for a period of time rather than for a specific project?

(I (I

2. Will payment be based on a wage or salary (as opposed to a commission or lump sum)?

(I (I

IV. FOR PHYSICIANS, PSYCHIATRISTS, DENTISTS, PSYCHOLOGISTS

1. Will the agreement be with an individual who does not have an outside practice?

2.Will the contractor work more than an average often hours per week?

IF THE ANSWER TO 2 IS YES, ANSWER QUESTIONS 3.

3.WiII the County provide more than 20% of the contractor's income?

4. If the answer to either question La, or if required, question 1.b is NO, the entire answer is NO.

() ()

A "yes" answer to any of the questions in Section II, or, if applicable, Sections III or IV constitutes justification for paying the contractor through the payroll system as an "employee for withholding purposes."

CERTIFICATIONS: I hereby certify that the answers to the above questions accurately reflect the anticipated working

rna Printed Name

Date Date

Approved as to Form

DONN R. ZIEGLER, County Counsel B 17 ~"""-__ Print Name

-~"';::";''';'''';;''';'-'---'''£.:::;;....j...:.~

DC - Service Agreement - FS - 401 (a) 4:

Master Contract No. TTAXCFYII1I2 Procurement Contract No. TTAXCFY II 112


EXHIBIT O-PART II

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement, dated as of July 1, 2012, is by and between the County of Alameda, hereinafter referred to as the "County", and, Prudential Retirement Insurance and Annuity Company (PRIAC), hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, County desires to obtain record keeping and administration services for the Alameda County 457(b) plan and 401(a) plan (The Plans) which are more fully described in Exhibit A hereto ("Services"); and

Whereas, Contractor is professionally qualified to provide such services and is willing to provide same to County; and

Now, therefore it is agreed that County does hereby retain Contractor to provide recordkeeping and administration services for the Alameda County 457(b) plan and 401(a) plan (The Plans) and Contractor accepts such engagement, on the General Terms and Conditions hereinafter specified in this Agreement, the Additional Provisions attached hereto, and the following described exhibits, all of which are incorporated into this Agreement by this reference:

Exhibit ADefinition of Services/Specific Requirements & Vendor Minimum Qualifications Exhibit BPayment Terms /Fee Pricing Exhibit Clnsurance Requirements Exhibit DDebarment and Suspension Certification

The term of this Agreement shall be from July 1, 2012 through June 30, 2017

The compensation payable to Contractor hereunder shall not exceed 15.0bps (0.15%) for record keeping and administration of The Plans for the term of this Agreement.


Master Contract No. TTAXCFY11/12 Procurement Contract No. TTAXCFYll112


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COUNTY OF ALAMEDA

By: _

Signature

Name: ~Do~n'-'---'-W:....:h_"_it"'_'=e=----__ (Printed)

Title: Deferred Compensation Officer

Date: _

Approved as to Form DONNA . ZIEGLER, County Counsel B 'l"/. ~

Print Name J~ '"' L S~ fS Ct ::),

The Prudential Insurance Company

BYD.~ Signature

Name:DC!¥\~tf r. Arc: \.(re... (Printed)

Title: ,>ecc.)(~ U:Ce.. f}eS','c!P"", f

Date:-----<7"--+-1-&-?-f/---L....I'2.~ _

By signing above, signatory warrants and

represents that he/she executed this

Agreement in his/her authorized capacity

and that by his/her signature on this

Agreement, he/she or the entity upon behalf

of which he/she acted, executed this

Agreement.


Master Contract No. TTAXCFYII/12 Procurement Contract No. TTAXCFYII1I2


GENERAL TERMS AND CONDITIONS

1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is created by this Agreement; it being understood and agreed that Contractor is an independent contractor. Contractor is not the agent or employee of the County in any capacity whatsoever, and County shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor.

Contractor shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital care, retirement benefits, social security, disability, Workers' Compensation, or unemployment insurance benefits, civil service protection, or employee benefits of any kind.

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold County harmless from any and all liability which County may incur because of Contractors failure to pay such amounts.

In carrying out the work contemplated herein, Contractor shall comply with all applicable federal and state workers' compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents, and/or employees will be considered as independent contractors and shall not be treated or considered in any way as officers, agents and/or employees of County.

Contractor does, by this Agreement, agree to perform his/her said work and functions at all times in strict accordance with currently approved methods and practices in his/her field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the standards required by the County agency concerned.

Notwithstanding the foregoing, if the County determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding, County may upon two week's notice to Contractor, withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss there from, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively "Liabilities") except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder.


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In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or California Public Employees' Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for the payment of any employee and/or employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.

In addition to the indemnity provide to County above, to the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement for any claim, loss, damage, liability or expense is attributable to any investment advice or investment advisory services provided to participants by Prudential Service Representatives, subcontractors or agents except to the extent such liability is caused by the sole negligence or willful misconduct of County.

3. INSURANCE AND BOND: Contractor shall at all times during the term of the Agreement with the County maintain in force those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein.

4. PREVAILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shall pay to persons performing labor in and about Work provided for in Contract not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is performed, and not less than the general prevailing rate of per diem wages for legal holiday and overtime work in said locality, which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department of Industrial Relations to be the general prevailing rate of per diem wages for each craft or type of workman or mechanic needed to execute this contract.

5. WORKERS' COMPENSATION: Contractor shall provide Workers' Compensation insurance, as applicable, at Contractor's own cost and expense and further, neither the Contractor nor its carrier shall be entitled to recover from County any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement.

6. CONFORMITY WITH LAW AND SAFETY:

a. In performing services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes and regulations of r,overnmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act. Contractor shall indemnify and hold County harmless from any and all liability, fines, penalties and consequences from any of Contractor's failures to comply with such laws, ordinances, codes and regulations.

b. Accidents: If a death, serious personal injury or substantial property damage occurs in connection with Contractor's performance of this Agreement, Contractor shall


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immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to County a written report, in such form as may be required by County of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's sub-Contractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of the accident and whether any of County's equipment, tools, material, or staff were involved.

c. Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and to grant to the County the opportunity to review and inspect such evidence, including the scene of the accident.

7. DEBARMENT AND SUSPENSION CERTIFICATION: (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

a. By signing this agreement and Exhibit D, Debarment and Suspension Certification, Contractor/Grantee agrees to comply with applicable federal suspension and debarment regulations, including but not limited to 7 Code of Federal Regulations (CFR) 3016.35,28 CFR 66.35, 29 CFR 97.35,34 CFR 80.35, 45 CFR 92.35 and Executive Order 12549.

b. By signing this agreement, Contractor certifies to the best of its knowledge and belief, that it and its principals:

(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded by any federal department or agency;

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debarment under federal regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction.

8. PAYMENT: For services performed in accordance with this Agreement, payment shall be made to Contractor as provided in Exhibit B hereto.

9. TRAVEL EXPENSES: Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement.

10. TAXES: Payment of all applicable federal, state, and local taxes, except for the payment of taxes for participant transactions under the Plan shall be the sole responsibility of the Contractor.

11. OWNERSHIP OF DOCUMENTS: Contractor acknowledges that all information, proposals, plans, specification, designs, drawings, sketches, renderings, models reports and related documents (including computerized or electronic copies) disclosed by the County to Contractor or incorporation in anyway the County's proprietary rights including copyrights constitute a valuable asset of and are proprietary to the County (collectively, Document and Materials), however, Contractor will retain all rights in any information, proposals, plans, specification,


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designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) owned or created by Contractor, including but not limited to any copyrights (collectively Prudential Materials). Contractor does not confer to the County any assignment, license, or other transfer of any such rights that Contractor has or may have with respect to Contractor Material even if the Contractor Materials incorporate the County's Documents and Materials.

Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals, plans, specification, designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement, whether prepared by the County, the Contractor, the Contractor's sub-Contractors or third parties at the request of the Contractor (collectively, "Documents and Materials"). This explicitly includes the electronic copies of all above stated documentation.

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractor's Information System, respecting in any way the subject matter of this Agreement.

Contractor shall be permitted to retain copies, including reproducible copies and computerized copies, of said Documents and Materials. Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment. If for any reason said assignment is not effective, Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials. The County's rights under this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractor's services as set forth in Exhibit "A" of this Agreement have been fully performed or paid for.

In Contractor's contracts with other Contractors, Contractor shall expressly obligate its SubContractors to grant the County the aforesaid assignment and license rights as to that Contractor's Documents and Materials. Contractor agrees to defend, indemnify and hold the County harmless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors and/or Sub-Contractors.

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials, methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit "A", and shall defend, indemnify and hold the County harmless from any claims for infringement of patent or copyright arising out of such selection. The County's rights under this Paragraph 11 shall not extend to any computer software used to create such Documents and Materials.

12. CONFLICT OF INTEREST; CONFIDENTIALITY: The Contractor covenants that it presently has no interest, and shall. not have any interest, direct or indirect, which would conflict in any manner with the performance of services required under this Agreement. Without limitation, Contractor represents to and agrees with the County that Contractor has no present, and will have no future, conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife, environmental


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or regulatory agency) which has any interest adverse or potentially adverse to the County, as determined in the reasonable judgment of the Board of Supervisors of the County.

The Contractor agrees that any information, whether proprietary or not, made known to or discovered by it during the performance of or in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person, except to the extent disclosure is required by law. The Contractor agrees to immediately notify the County by notices provided in accordance with Paragraph 13 of this Agreement, if it is requested to disclose any information made known to or discovered by it during the performance of or in connection with this Agreement. These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder.

13. NOTICES: All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows:

Personal delivery: When personally delivered to the recipient, notices are effective on delivery.

First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.

Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL WorldWide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service. Telex or facsimile transmission: When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice, notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient's time) or on a non-business day.

Addresses for purpose of giving notice are as follows:

To County: COUNTY OF ALAMEDA Administration Building Office of The Treasurer and Tax Collector. Deferred Compensation Plans 1221 Oak Street, Room 131 Oakland, CA 94612 Attn: Karen Poe, Deferred Compensation Manager

To Contractor: Prudential Retirement Insurance and Annuity Company 3333 Michelson Drive, Suite 1000 Irvine, Ca, 92612

Attn: Robert Belanger, Vice President, Client Management


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New address effective July 23, 2012: 5 Park Plaza, Suite 400 Irvine, CA 92614 Attn: Robert Belanger, Vice President, Client Management

Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service.

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement.

14. USE OF COUNTY PROPERTY: Contractor shall not use County property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of his/her obligations under this Agreement.

15. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/she/it will comply with Title VII of the Civil Rights Act of 1964 and that no person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement.

a. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result ofthis Agreement, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor.

b. Contractor shall, if requested to so do by the County, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor.

c. If requested to do so by the County, Contractor shall provide the County with access to copies of all of its records pertaining 01' relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

d. Contractor shall recruit vigorously and encourage minority - and women-owned businesses to bid its subcontracts.

e. Nothing contained in this Agreement shall be con~trued in any manner so as to require or permit any act, which is prohibited by law.

f. The Contractor shall include the provisions set forth in paragraphs A through E(above) in each of its subcontracts.


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16. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the County's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code § 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any County facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site, the Contractor within five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement

17. AUDITS; ACCESS TO RECORDS: The Contractor shall make available to the County, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the County, and shall furnish to the County, its authorized agents, officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor.

The Contractor shall maintain full and adequate records in accordance with County requirements to show the revenue generated and the expenses incurred by the Contractor in the performance of this Agreement. If such books and records are not kept and maintained by Contractor within the County ofAlameda, California, Contractor shall, upon request of the County, make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable, and necessary costs incurred by the County in inspecting Contractor's books and records, including, but not limited to, travel, lodging and subsistence costs. Contractor shall provide such assistance as may be reasonably required in the course of such inspection. The County further reserves the right to examine and reexamine said books, records and data during the three (3) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the County, and the Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed, whichever is later.

18. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement, all Documents and Materials, as defined in Paragraph 11 of this Agreement. Contractor's obligations under the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County), and Contractor shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for three (3) years following the County's last payment to Contractor under this Agreement.

19. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefit:; of any grace or use period allowed in this Agreement.

20. TERMINATION: The County has and reserves the right to suspend, terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice. In the event that the County should abandon, terminate or


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suspend the Contractor's work, the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment. Said payment shall be computed in accordance with Exhibit B hereto, provided that the maximum amount payable to Contractor for its recordk-eeping and administrative Services shall payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment.

21. SMALL, LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION: Contractor has been certified by the County as a small or emerging local business. As a result, there is no requirement to subcontract with another business in order to satisfy the County's Small and Emerging Locally owned Business provision. If during the term of this contract, Contractor's certification status changes, Contractor shall notify the County within three business days.

Should Contractor's status as a certified small or emerging local business change at any time during the term of this Agreement, Contractor shall negotiate with County to be in compliance with the County's Small and Emerging Local Business provision, including but not limited to:

a. Contractor must subcontract a minimum 20% of the remaining contract value with a certified small or emerging local business(es).

b. SLEB subcontractor(s) is independently owned and operated (Le., is not owned or operated in any way Contractor), nor do any employees of either entity work for the other.

c. As is applicable, Contractor shall ensure that their certification status is maintained in compliance with the SLEB Program for the term of this contract.

d. For any subcontractors retained to comply with this provision, Contractor shall not substitute any such small and/or emerging local business(s) subcontractor without prior written approval from the County. Said requests to substitute shall be submitted in writing to the County department contract representative identified under Item #13 above. Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency, Office of Contract Compliance (OCC). Further approval from the Board of Supervisors may also be required.

e. If subcontractors are added to the contract, all SLEB participation, except for prime contractor, must be tracked and monitored by The Treasurer/Tax Collector's Office. Payments made to SLEB subcontractors must be confirmed as received by The Treasurer/Tax Collector's Office.

Contractor's payments are not processed through the County's ALCOLINK purchase order system. SLEB payments are not processed through the County Elation Compliance System. SLEB payments are tracked and monitored by the Treasurer/Tax Collector's Office

Contractor shall meet the requirements above within 15 busin'?ss days of the County notifying Contractor that it is no longer in compliance with the program. County will be under no obligation to pay contractor for the percent committed to a SLEB subcontractor if the work is not performed by the listed small and/or emerging local business.


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For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda County Contract Compliance System contact the County AuditorController's Office of Contract Compliance (OCC) located at 1221 Oak St., Rm. 249, Oakland, CA 94612 at Tel: (510) 891-5500, Fax: (510) 272-6502 or via E-mail at [email protected].

22. FIRST SOURCE PROGRAM: For contracts over $100,000, Contractor shall provide County ten (10) working days to refer to Contractor, potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the County that Contractor has available during the contract term before advertising to the general public.

23. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.

24. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

25. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between County and Contractor relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both parties.

26. HEADINGS herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.

27. ADVERTISING OR PUBLICITY: Contractor shall not use the name of County, its officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of County in each instance.

28. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended or modified only by the mutual agreement of the parties. No supplement, amendment or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties.

29. ASSURANCE OF PERFORMANCE: If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement, County may request from Contractor prompt written assurances of performance and a written plan acceptable to County, to correct the observed deficiencies in Contractor's performance. Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of County's request and shall thereafter diligently commence and fully perform such written plan. Contractor


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acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.

30. SUBCONTRACTING/ASSIGNMENT: Contractor shall not assign any portion of this Agreement or any duties or obligations hereunder without the County's written approval. Contractor will obtain the consent of the County prior to subcontracting any of the core recordkeeping services being provided or as to any service specific to the Plan, but consent of the County shall not be required for the delegation of purely ministerial functions to a U.S. affiliate or company, including, but not limited to printing and mailing. Contractor assumes full responsibility for any vendor or subcontractor it retains.

a. Neither party shall, on the basis of this Agreement, contract on behalf of or in the name of the other party. Any agreement that violates this Section shall confer no rights on any party and shall be null and void.

b. Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement, regardless of the terms of any agreement between Contractor and its subcontractors.

31. SURVIVAL: The obligations ofthis Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the obligations regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph 11), and Conflict of Interest (Paragraph 12), shall survive termination or expiration.

32. SEVERABILITY: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.

33. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("Contractor Products") provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (1) notify Contractor promptly of such claim, suit or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County's prior written consent, to any settlement, which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products.

a. If Contractor is obligated to defend County pJrsuant to this Section 33 and fails to do so after reasonable notice from County, County may defend itself and/or settle such proceeding, and Contractor shall pay to County any and all losses, damages and expenses (including attorney's fees and cost~) incurred in relationship with County's defense and/or settlement of such proceeding.


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b. In the case of any such claim of infringement, Contractor shall either, at its option, (1) procure for County the right to continue using the Contractor Products; or (2) replace or modify the Contractor Products so that that they become non-infringing, but equivalent in functionality and performance.

c. Notwithstanding this Section 33, County retains the right and ability to defend itself, at its own expense, against any claims that Contractor Products infringe any patent, copyright, or other intellectual property right.

34. OTHER AGENCIES: Other tax supported agencies wit~in the State of California who have not contracted for their own requirements may desire to participate in this contract. The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements. If the Contractor elects to supply other agencies, orders will be placed directly by the agency and payments made directly by the agency.

35. EXTENSION: This agreement may be extended for two additional one year terms by mutual agreement of the County and the Contractor

36. SIGNATORY: By signing this agreement, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]




EXHIBIT A DEFINITION OF SERVICES

1. Contractor shall provide Recordkeeping and Administration Services in accordance with the "Specific Requirements and "Deliverables/Reports" sections within County's Request for Proposal No. TIAXC FY 11/12 (RFP) and "Description of Services" section of Contractor's Proposal dated February 27, 2012. Said sections are incorporated herein by reference. The Prudential Retirement Insurance and Annuity Company (PRIAC) responses to Request For Proposal # TIAXC FY 11/12 for Alameda County Deferred Compensation Plans Recordkeeping and Administration including all addendum and clarification requests shall also be considered part of this contract.

In the event of any conflict (direct or indirect) among any of the above-referenced exhibit, the more stringent requirements providing the County with the broader scope of services shall have precedence, such that the scope of work described in the RFP sections and the scope of work described in Contractor's proposal shall both be performed to the greatest extent feasible.

a. SPECIFIC REQUIREMENTS / VENDOR QUALIFICATIONS

1. Vendor Minimum Qualifications

a. Contractor shall be regularly and continuously engaged in the business of providing 457(b)

and 401(a) recordkeeping and administration, and educational services for at least five

years and handle at least five plans of similar size and demographics as the Alameda

County plans.

b. Contractor shall possess all permits, licenses and professional credentials necessary to

supply product and perform services as specified under this RFP.

c. The Contractor agrees to the following:

That the Company will agree to indemnify, defend, and hold harmless Alameda County,

the Plan, and all officers, employees, and agents against any claims for damages caused by

any breach, act, or omission of the company, its officers, agents, employees, or

subcontractors..

That neither the Company nor its agents shall use information obtained under the plan to

directly solicit participants of the plans with respect to any product of said Company that is

not part of the plans.

That the use of any written or vj~,Jal communication materials or changes to materials

being used must be pre-approved by the Deferred Compensation Officer or his/her

designated representative.


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That all information pertaining to the plans and its participants is the sole property of

Alameda County and that all information will remain confidential and will not be used or

transmitted to anyone for any purposes whatsoever, except as required to conduct plan

operations.

That any participant complaints not resolved within 30 working days will be brought to the

attention of the Deferred Compensation Officer or his/her designated representative.

Neither Contractor nor subcontractors shall sell to Participants any products not

authorized by the Plan at any County locations. Further, no non-Plan products may be sold

to Participants at other locations when meeting Participants about their Plan participation.

2. Minimum Requirements

a. With the possible exception of the stable value option and where appropriate to use

co-mingled or separate account vehicles, options in the core plan will be mutual

funds with readily available expense ratios and daily Net Asset Value (NAV) pricing.

The contract shall report NAV prices.

b. The Contractor must accurately and fully disclose all expenses and revenue sharing

arrangements associated with all investment options offered to the County.

c. The Contractor must have a Statement on Auditing Standards (SAS) No. 70 audit, or a

similar audit requirement, conducted at least annually.

d. Loan Provisions -the 401(a) plan has a loan provision.

The Contractor must:

e. Provide periodic group meetings and one-on-one financial guidance sessions with

County employees at different locations and all shifts.

f. Prepare (for Alameda County's review and approval) an annual marketing plan that

outlines (in detail) the approach that the Contractor will take in communicating the

program to all eligible employees.

g. Provide quarterly marketing reports and dates/changes in status to the Deferred

Compensation Plan Officer. This report will inchJde current plan participation levels as

well as the status and resolution of any partidpant issues and developments in the

delivery of 457(b) and 401(a) plan services.


Master Contract No. TTAXCFY11/12 Procurement Contract No. TTAXCFY11112


h. Maintain records associated with participant accounts, including (but not limited to)

deferrals, investment performance, administrative costs, salary deferral

authorizations, addresses, beneficiary designations, and any other information

necessary for the proper administration and accounting of participant accounts.

i. Offer an open architecture platform with no proprietary fund requirements.

j. Record keep the existing fund line-up and take instruction from the plan sponsor

regarding fund changes.

k. Provide full fee transparency and disclose all sources of revenue from all plan sources

and agree that all revenue received, above and beyond those contracted for under

the contract, will be returned to the plans to be utilized by the plans in line with

regulatory requirements and as outlined in Exhibits Land M.

I. Advise participants of the distribution options available under the plan(s).

m. Address and answer all participant questions regarding the plans. Provide participant

with information on the investments within the plans, including objective and

performance.

n. Be able to provide investment guidance to participants.

o. Provide individual account services to Alameda County employees, investment

election, beneficiary changes, transfers, and account balance information.

p. Provide a toll-free telephone number with 24/7 voice response and internet

capabilities.

q. Provide access to a live customer service call center representative to answer

questions and address problems within normal Alameda County working hours.

r. Agree, upon termination of thE/contract, to fully cooperate with Alameda County

through the date ofthe termination, and thereafter (as necessary) in an orderly

transfer of administrative resp·msibilities and records to Alameda County and/or its

designee(s)




EXHIBIT B PAYMENT TERMS

County will pay Contractor on a quarterly basis based, in arrears on assets under management in The Plans.

DESCRIPTION ASSET- BASED FEE

Recordkeeping and Plan

Administration

0.07%

(7 bps)

Independent Third-Party

Education Model- Participant

Services,

Emerge Financial

(approximately 40 hours per

week) (guidance).

0.035%

(3.5 bps)

Prudential Staff Education

Specialist (up to 20 hours per

week)

0.005%

(0.5 bps)



Services,

Wells Fargo Advisors


week) (guidance).

0.04%

(4 bps)

Total For above listed services 0.15%

(15 bps)

• All revenue above 15 basis points to be returned to the plan.

Stable Value Offering:

Fund Description Fund Management Fee Fund Wrap Fee Revenue Share· Total Fee

Prudential Stable Value 0.20%

( 20 bps)

0.20%

( 20 bps)

0.22%

(22 bps)

0.62%

(62 bps)

• Revenue Share from stable value fund is flexible allowing the County to increase or decrease the

amount based on plan expense needs.



A1ameda County Deferred Compensation Plans - Recordkeeping and Administrations: 7-1- 2012

EXHIBITC

COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Without limiting any other obligation or liability under this Agreement, the Contractor, at its sole cost and expense, shall secure and keep in force during the entire term of the Agreement or longer, as may be specified below, the following insurance coverage, limits and endorsements:

1\ Commercial General liability Premises liability; Products and Completed Operations; Contractual liability; Personal Injury and Advertising liability

$1,000,000 per occurrence (CSL) Bodily Injury and Property Damage

B Commercial or Business Automobile liability All owned vehicles, hired or leased vehicles, non-owned, borrowed and permissive uses. Personal Automobile liability is acceptable for individual contractors with no transportation or hauling related activities

$1,000,000 per occurrence (CSL) Any Auto Bodily Injury and Property Damage

: Workers' Compensation (We) and Employers liability (EL) Required for all contractors with employees

WC: Statutory Limits EL: $100,000 per accident for bodily injury or disease

D ProfessionalliabilityjErrors & Omissions $25,000,000 per claims made

Includes endorsements of contractual liability and designed to protect against acts, errors or omissions of the Broker and "Covered Professional Services" as designated in the policy specifically to include work under this agreement.

$25,000,000 aggregate

E Financial Institutional Bond

Against loss resulting directly dishonest or fraudulent act committed by an

employee. Considered to be the first party protection against loss suffered.

Applicable restitution to the Plan and employer will be made for any related

losses experienced by the plan and the employer.

$75,000,0000 per occurrence





F Endorsements and Conditions:

1. ADDITIONAL INSlIRED: With respect to all insurance required above with the exception of Professional Liability, Personal Automobile Liability, Workers' Compensation and Employers Liability, shall provide an additional insurance endorsement page that names as additional insured: County of Alameda, its Board of Supervisors, the individual members thereof, and all County officers, agents, employees and representatives shall be named as additional insureds..

2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverage(s) written on a claims-made basis shall be maintained during the entire term of the Agreement and until 3 years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement.

3. REDUCTION OR LIMIT OF OBI.IGATION: All insurance policies shall be primary insurance to any insurance available to the Indemnified Parties and Additionallnsured(s). Pursuant to the provisions of this Agreement, insurance effected or procured by the Contractor shall not reduce or limit Contractor's contractual obligation to indemnify and defend the Indemnified Parties.

4. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better, with deductible amounts acceptable to the County. Acceptance of Contractor's insurance by County shall not relieve or decrease the liability of Contractor hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor.

5. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall maintain separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein unless otherwise agreed to by the County. The subcontractor's general liability insurance shall add as additional insureds all parties to this Agreement.

6. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by anyone of the following methods:

Separate insurance policies issued for each individual entity, with each entity included as a "Named Insured (covered party), or at minimum named as an "Additional Insured" on the other's policies.

Joint insurance program with the association, partnership or other joint business venture included as a "Named Insured.

7. CANCELLATION OF INSURANCE: Prudential shall endeavor to provide thirty (30) days advance written notice to the County of cancellation.

8. CERTIFICATE OF INSURANCE: Before commencing operations under this Agreement, Contractor shall provide Certificate(s) of Insurance, in its standard form, evidencing that all required insurance coverage is in effect. The County reserves the rights to require the Contractor to provide complete, certified copies of all required insurance policies. The require certificate(s) and endorsements must be sent to:

- Department/Agency issuing the contract

DC - Service Agreement - FS - 40 I (a) 63

Master Contract No. TTAXCFYJ 1/12 Procurement Contract No. TTAXCFYII/12

Alameda County Deferred Compensation Plans - Recordkeeping and Administrations: 7- J- 2012

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

The contractor, under penalty of perjury, certifies, except as noted below, that contractor, its principals, and any named and unnamed subcontractor:

• Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any

federal agency;

• Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency

within the past three years;

• Does not have a proposed debarment pending; and

• Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent

jurisdiction in any matter involving fraud or official misconduct within the past three years.

If there are any exceptions to this certification, insert the exceptions in the following space.

Exceptions will not necessarily result in denial of award, but will be considered in determining contractor responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action.

Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Standard Services Agreement. Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification.

TITLE: SecD ... ,JLJ~c.Ji~ fc-u; Je ..... -fPRINCIPAL r'~Q:~ SIGNATURE: l ~ DATE: 7) cor I, d.

DC - Service Agreement - FS - 40J(a) 64



ADMINISTRATIVE SERVICES AGREEMENT PROVIDED BY

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

A. Parties to this Agreement

Client Legal Name:

County of Alameda, California

Referred to as the "Plan Sponsor" below. "Plan Sponsor" also shall mean any agent or designee the Plan Sponsor authorizes to act for it with Prudential.

Prudential Retirement Insurance and Annuity Company:

Referred to as "Prudential" below. "Prudential" also shall mean any agent, designee or subcontractor Prudential authorizes to act for it. The Plan Sponsor acknowledges that the services provided hereunder may be provided by or through an affiliate or subsidiary of Prudential, including, but not limited to, Prudential Investment Management Services LLC ("PIMS").

Plan receiving services (referred to as the "Plan" below):

Alameda County 457(b) Deferred Compensation Plan

B. Basic Understandings

The Plan Sponsor represents that:

• The Plan is in existence now and PrudE ntial provides the recordkeeping;

• The Plan is intended to be a eligible d !ferred compensation plan described in Section 457(b) of the Internal Revenue Code of 1986, ; s amended (the "Code") for a governmental Plan Sponsor described in Section 457(e)(1)(A) of he Code;

• The Plan is funded by a related Tru~ . (the "Trust") which is intended to satisfy the requirements of Section 457(g) of t Ie Code, and

• The Plan Sponsor desires Prudential to perform the administrativl~ and professional services for the Plan as described in this Agreerr ent and identified in Exhibit A ("Election of Services") attached hereto, and Prudential is lilling to perform those servic,~s; and

DC - Service Agreement - rs - 457

Master Contract No. TTAXCFYII1I2 Procurement Contract No. TTAXCFYII1I2


• The Plan Sponsor is able to evaluate investment risk independently and is evaluating plan investment options independently.

C. Nature of Services

1. Recordkeeping Only. The Plan Sponsor understands and agrees that Prudential's sole function under this Agreement is to act at the' direction of the Plan Sponsor ("directed recordkeeper") and to provide investment or other services as directed by the Pla'n Sponsor or its agents or designee in accordance with the terms of this Agreement. The services under this Agreement do not include investment advice.

As directed recordkeeper, Prudential, s!Jbject to the terms of this Agreement, agrees to pay costs associated with the correction of Prudential's administrative errors or omissions in the performance of plan recordkeeping services hereunder to the extent of its negligence or willful misconduct. Prudential accordingly agrees to indemnify the Plan Sponsor and the Plan from every loss, claim, demand or suit arising from any specific act of negligence or willful misconduct by Prudential in the performance of plan recordkeeping services hereunder provided that any participant or beneficiary who claims to have been affected thereby makes a timely and proper claim under the benefit claims procedure of the Plan, if applicable, and provided that any such claim is made by the Plan Sponsor, participant or beneficiary (a) 60 days from the mailing of a trade confirmation, account statement, or any other document, from which the error can be discovered, but in any event within (b) one year from the transaction related to the purported error. Prudential, at its own expense, will defend, or at its option settle, any formal demand or court proceeding that may be brought against the Plan Sponsor and Plan, on any matter covered by this indemnification, and will payor reimburse the Plan Sponsor and Plan for any judgment, settlement, and any reasonable expenses of the proceeding that may be rendered against it with respect to any such claim or demand, provided that the Plan Sponsor notifies Prudential in writing, within twenty (20) business days of receipt of such claim or demand and cooperates with Prudential in its defense. Prudential's liability will be limited to actual damages and reasonable out-of-pocket legal fees and expenses only.

Under the terms of this Agreement, Prudential, its agents, or subcontractors do not render investment advice, are not the plan administrator, trustee, or a Plan fiduciary, and do not provide legal, tax or accounting advice with respect to the creation, adoption or operation of the Plan and any trust for the Plan (the "Trust"). Prudential reserves the right, with reasonable notice, to decline to perform any service inconsistent with this role. Any services to be provided by a Prudential affiliate as a directed Trustee or investment manager are the subject of a separate agreement.

2. Reliance Upon Plan Sponsor Direction, Plan Data and Plan Document. All services provided by Prudential hereunder shall be based on information supplied by the Plan Sponsor, its authorized representative, or by a Participant (where the Plan provides for Participant direction). The Plan Sponsor agrees to, and acknowledges that ,t is solely responsible to, timely provide or confirm accurate, consistent and complete Plan data, Plan terms, and instructions in the format specified by Prudential, which Prudential will rely upon to deliver its services. For these purposes, "Plan data" means all data, records and directions supplied to Prudential, obtained by

DC - Service Agreement - FS - 457 2

Master Contract No. TTAXCFYI1I12 Procurement Contract No. TTAXCFYII/12


Prudential or required to perform the services set forth in this Agreement, provided such Plan data is provided at the direction of the Plan Sponsor, its authorized representative, or a Participant (where Plan provides for Participant direction). Plan terms will be determined based upon the most recent signed Plan document provided to Prudential, including any amendments thereto, or on written explanations or interpretations of Plan terms provided by authorized Plan representatives. Plan Sponsor agrees to indemnify Prudential from every loss, claim, demand or suit arising out of any action Prudential takes or omission Prudential allows under the specific direction of the Plan Sponsor, to the extent that such loss, claim, demand or suit is not the direct result of Prudential's own negligence or willful misconduct. Prudential may, after notice to the Plan Sponsor, defend, or at its option settle, any formal demand or court proceeding that may be asserted against it for any matter covered by this indemnification. Notice to Plan Sponsor shall be made promptly in writing. Before settling any claim, Prudential shall provide at least thirty (30) days notice to Plan Sponsor, prior to Prudential's exercise of any authority to settle so that Plan Sponsor may exercise its rights herein. After notice from Prudential, Plan Sponsor may take over defense of a claim or court proceeding at any time during Prudential's defense of any formal demand or court proceedings, and Prudential will have no further liability for such matter except as specifically accepted in writing by a Prudential corporate officer or legal counsel. Plan Sponsor will, upon presentation of a reasonable accounting, payor reimburse Prudential for any judgment, settlement amount, and expense of the proceeding, including reasonable legal fees arising out of any claim to which and to the extent this indemnity provision is applicable.

3. Reliance Upon Named Administrators and Trustees. The Plan Sponsor will provide names and other information for persons authorized to take or direct actions for or provide and receive information on behalf of the Plan and Trust. Prudential has the right to assume that those persons continue to be authorized until notified otherwise. The Plan Sponsor is solely responsible for the direct or indirect consequences of actions or omissions resulting from instructions, confirmations, or approvals that Prudential reasonably understands to be authorized.

4. Use of Agents or Subcontractors. Prudential shall not assign this Agreement or any portion of this Agreement or any duties or obligations hereunder without the County's prior written approval. Prudential may use agents or subcontractors to perform any of the services described in this Agreement, but such use will not relieve Prudential of responsibility for proper provision of those services. Prudential will obtain the consent of the Plan Sponsor prior to subcontracting, any of the core recordkeeping services being provided, or as to any service specific to the Plan, but consent of the Plan Sponsor shall not be required for the delegation of purely ministerial functions to a U.S. affiliate or company, including, but not limited to printing and mailing. Prudential assumes full responsibility for any vendor or subcontractor it retains.

D. Compensation

1. Direct Fees. The Plan Sponsor agrees the Plan will be liable to pay Prudential directly for services rendered in accordance with the attached Expense Schedule and as outlined in Exhibit B, Payment Terms in Exhibit O-Part II. Such fees will not change for a period of five (5) years from the effective date of this Agreement. Prudential may amend the schedule after that time


Master Contract No. TTAXCFYII1l2 Procurement Contract No. TTAXCFY11112


for services not yet rendered upon giving notice in writing under the same conditions specified for a termination of services in Section E.2. The Plan Sponsor agrees that all fees will be paid by the Plan promptly and within thirty (30) days of the date of an invoice timely presented, unless fees are paid within that time by the Plan Sponsor. Prudential will present the Plan Sponsor with an invoice for any direct fees. If any fees remain due at the time this agreement is terminated, the Plan Sponsor directs Prudential to deduct such amounts from assets of the Plan available for transfer to the successor recordkeeper, unless the Plan Sponsor pays such fees before the scheduled transfer date.

2. Possible Fees to Prudential and Affiliates. The Plan Sponsor acknowledges that Prudential may be deemed to benefit from advisory and other fees paid to it or its affiliates for managing, selling, or settling of the Prudential mutual funds and other investment products or securities offered by Prudential or its affiliates. Prudential benefits directly from the net investment earnings received in connection with deposits to any insurance contract funding a guaranteed interest fund, if offered by the Plan. The Plan Sponsor acknowledges receipt of the prospectuses for all mutual fund investments selected by the Plan fiduciary and acknowledges that fund management fees, fund expenses, 12b-l fees, and other charges payable by the mutual fund are disclosed therein. Prudential may also benefit from broker-dealer co-sponsorship of Prudential conferences. The Plan Sponsor further acknowledges receipt of the Statement of Compensation Disclosure document outlining the commissions and other compensation to be paid in connection with the sale and servicing of the Plan. Such compensation is paid for services rendered on behalf of Prudential Retirement. The Plan Sponsor understands that the rate of commission or other compensation noted within the Statement of Compensation Disclosure is subject to change, and that current information will be made available upon request.

3. Compensation to Third Parties. The Plan Sponsor acknowledges that the broker dealer selling the investment products and services to the Plan, if any, may be compensated, directly or indirectly, by the principal underwriter of the mutual fund, or by an affiliate of the collective trust. Such compensation may include preferred provider payments, retail rollover payments, payment of broker expenses in connection with Prudential training and educational meetings or other variable payments.

4. Possible Additional Compensation/Loss. In certain circumstances (such as trading errors or delays), market trades may occur at times when the share price of the trade is not the price assured to the Plan and Participants. Prudential will net any pricing differences that occur and absorb any net loss and retain any net gain that results. The Plan Sponsor acknowledges that neither the Plan nor Participants will be charged for any net loss that results, but Prudential may retain any net gain that results as additional compensation for services rendered.

In the event that the Plan Sponsor announces a material reorganization or other extraordinary corporate event (including, but not limited 10 bankruptcy) that causes Prudential to terminate this Agreement before commencement of services, or in the event the Plan Sponsor directs Prudential not to commence the provision of services for any reason, the Plan Sponsor agrees to reimburse Prudential for any reasonable ou:-of-pocket expenses which Prudential incurs in connection with the transition.

DC - Service Agreement - FS - 457

Master Contract No. TTAXCFYI 1/12 Procurement Contract No. TTAXCFYII/12


5. Float Earnings. Prudential may earn additional compensation in the form of "float" earnings on contributions and on distributions and loans. Prudential describes this compensation in its written float policy, as described in Exhibit K.

E. Amendment or Termination of Agreement; Successor Recordkeeper

1. Duration. This Agreement will continue in effect until terminated and shall bind all successors in interest of the parties, but cannot be transferred to unaffiliated third parties without the consent of both the Plan Sponsor and Prudential.

2. Termination. Each party may terminate this Agreement upon sixty (60) days prior written notice to the other. Such notice will be deemed to have been given three (3) days after mailing in the U.S. mail, or immediately upon delivery in any form. The notice period may be waived by the party entitled to the notice.

a) Successor Recordkeeper, Payouts. The parties agree that upon termination Prudential will have no further duty or responsibility to the Plan under this Agreement. However, Prudential will use reasonable efforts to transfer all relevant non-Prudential-proprietary information concerning the Plan, in Prudential's standard format, to the Plan Sponsor or to a successor recordkeeper. Should the termination of services be concurrent with a termination of the Plan, Prudential will use reasonable efforts to payor roll over Participant accounts per the Plan Sponsor's and, as appropriate, the Participants' instructions. Prudential reserves the right to suspend some or all types of Plan transactions prior to transfer or payout for a period reasonably necessary to reconcile all account, expense, and assets totals.

b) Transfer of Assets. Assets will be cashed out to a new provider of investment services, as the Plan Sponsor or, as appropriate, the Participants may direct and the circumstances allow.

3. Related Terms and Conditions. Plan Sponsor authorizes Prudential to establish terms and conditions of a party's use of Prudential's electronic service systems, including the IVR, Internet, or Call Center, by conspicuously notifying the user of such medium of the terms of its use. Prudential agrees that the terms and conditions shall be reasonable and not inconsistent with other provisions of this Agreement and Plan terms provided by authorized Plan representatives.

4. Amendment. The Agreement may be amended at any time in writing. Agreement by the Plan Sponsor to an amendment may be presumed if Prudential communicates the amendment to the Plan Sponsor at least ninety (90) days in advance of the effective date of the change by a means allowed under this Agreement, indicates its intention to presume agreement to the amendment absent a response, and Prudential receives no response within a stated period or, if none is stated, by the time the change is to be implemented.

5. Plan Administrative Procedures. Prudential may establish default procedures, consistent with the terms of the Plan, to assist in the administl"ation of the Plan. Agreement by the Plan Sponsor to such procedures may be presumed if Prudential communicates the procedures reasonably in advance of the effective date 01' implementation by a means allowed under this


Master Contract No. TTAXCFY \1/12 Procurement Contract No. TTAXCFY I 1/12


Agreement, indicates its intention to presume agreement to the default procedures absent a response, and Prudential receives no response within a stated period or, if none is stated, by the time the procedures are to be implemented.

F. Miscellaneous

1. Entire Agreement. This Agreement, including the Exhibits and Expense Schedule attached hereto, contains the entire Agreement among the parties with respect to the subject matter described.

2. Notice of Errors; Passwords.

a) The Plan Sponsor agrees, and Participants will be asked, to notify Prudential if, to its knowledge:

i) The Participant requests a transfer or withdrawal but does not receive a statement summarizing such transaction,

ii) A statement concerning a transaction is received by a Participant but no such transaction was authorized by the Participant, or

iii) A Password is compromised.

b) In connection with electronic access to accounts and transactions, Participants will be assigned (and the Participant may then change) a unique number, code or other sequence (a "Password"). The Plan Sponsor acknowledges that Prudential will hold each Participant responsible for the use and protection of the Password, for all transactions processed using the Password, and for monitoring their balances in their accounts. Plan Sponsor agrees Prudential is not responsible for direct or indirect losses or damages arising from the unauthorized use of a Password occurring before they are notified that a Password is compromised, unless such unauthorized use is a result of Prudential's negligence or willful misconduct.

c) All information supplied to the .Jlan Sponsor and Participant will be deemed correct if notice of discrepancies is not given to Prudential by the Participant or the Plan Sponsor within 180 days of issuance of the report, statement, confirmation, or other information.

3. Severability. If any term or provision of this Agreement or its application to any person or circumstances will, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceablp., will not be affected. Each term and provision of this Agreement will be valid and enforceatle to the fullest extent permitted by law.

4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of California.

S. Forces Beyond Prudential's Control. Prudential will take commercially reasonable steps to prevent and to recover from disruptive events that are beyond its control. However, Prudential shall not be liable for any default or delay in the performance of services under this Agreement if the default or delay is primarily caused, directly or indirectly, by a force or party beyond the reasonable control of Prudential, including (but not limited to):


Master Contract No. TTAXCFY II /12 Procurement Contract No. TTAXCFY 11/12


(a) Fire, flood, elements of nature or other acts of God;

(b) Any outbreak or escalation of hostilities, war, riots or civil disorders in any country;

(c) Any act or omission of the other p,arty;

(d) Nonperformance of an unaffiliated third party unless Prudential has contracted with this party to provide services upon which Prudential relies to carry 'out its obligations under this Agreement; or

(e) Failures or fluctuations in telecommunications, power supply, mechanical difficulties with information storage and retrieval systems, or other equipment provided that Prudential has in place appropriate disaster prevention and recovery and back-up protections and systems as would be expected of a major financial institution in the United States.

If a disruptive event similar to one listed in (a) or (b) of this Section 5 impacts the services or equipment provided by a third party to Prudential to carry out the services under this Agreement, Prudential shall not be liable for any default or delay in the performance of services under this Agreement.

6. Writing and Signature; Electronic Transactions. Unless otherwise explicitly required by law, any requirement for a writing (including an enrollment, exchange or distribution request, instruction, form, notice, or agreement) or a signature in this Agreement, or in the performance of services under it (collectively referred to as "Communications"), may be rendered in any form (including electronic means) that: (i) reasonably can be expected to be accessible to the parties needing to send or receive it, (ii) is convertible into an accurate physical record of the Communication, and (iii) where appropriate, is designed to test or confirm the identity or authority of the Communication's sender. Prudential reserves the right to specify the form in which Communications relating to Plan operations are made, including limiting them to electronic means, and will notify the Plan Sponsor and, if necessary, any affected Participants of the addresses, telephone numbers, Internet addresses, etc. which may be used for these contacts. If the Plan uses an individually designed non-Prudential plan document, the Plan Sponsor is responsible for assuring that the Plan document does not bar electronic or other non-traditional means of recording and authenticating actions in connection with Plan operations.

7. Other Services. The Plan Sponsor agrees that from time to time Prudential Retirement Insurance and Annuity Company and/or its affiliated companies (hereinafter "PrudentiaIJl

), may provide both current and former participants of the Plan Sponsor, and Participants in the Plan, with information on products and services provided by Prudential. However, Prudential shall not divulge any information regarding the current or former participants of the Plan Sponsor, or Participants in the Plan, to any person outside the employ of Prudential without the consent of the Plan Sponsor or unless legally required to do so.

Prudential may provide additional services to the Pla~'1 as may be separately agreed Jpon with the Plan Sponsor. Such agreement shall include the amount and manner of comp~nsationto be received by Prudential for those additional services.

8. Broker- Dealers. The parties recognize the firm of 'Veils Fargo Advisors, LLC as a selling Broker-Dealer in connection with the sale of investment products to the Plan and Mark J.


Master Contract No. TTAXCFYII/12 Procurement Contract No. TTAXCFYII/l2


Tomei as the individual registered representative of the a selling Broker-Dealer procuring the sale. Wells Fargo Advisors, LLC has a selling agreement with PIMS or with Prudential, and Prudential reserves the right to replace Wells Fargo Advisors, LLC and Mark J. Tomei in accordance with such agreement.

Additionally, the parties recognize the firm of Emerge Financial Group ("Emerge") as the firm retained by Prudential to perform certain enrollment, education and marketing services for the Plan and Gene Hilliard as the authorized representative of Emerge and registered representative of H.D. Vest Investment Services, a selling Broker-Dealer. Both Emerge and H.D. Vest Investment Services have agreements with PIMS or with Prudential and Prudential reserves the right to replace Emerge, H.D. Vest Investment Services and Gene Hilliard in accordance with such agreements.

9. Independence of Plan Signatory. Plan Sponsor confirms that the person signing the Agreement on behalf of the Plan (the "signer") is "independent," within the meaning of ERISA, such that, to the best of its knowledge, the signer will not receive commissions or other consideration from Prudential or its Affiliates, from the Selling Broker or its Affiliates or from the Registered Representative or his/her Relative. An "Affiliate" of an entity is (i) a partner, director, officer or employee of such entity or (ii) another entity controlled by or under common control with such entity. A "Relative" of an individual is the individual's ancestor, spouse, brother, sister, spouse of a brother or sister, direct descendent (including adopted persons) or spouse of a direct descendent.

10. Incorporation of Alameda County Standard Services Agreement. Attached hereto and incorporated herein by reference is Exhibit a-Part II, which comprises the Standard Services Agreement and all attachments thereto. Signatures affixed to this Agreement shall constitute the signing of the Standard Services Agreement at the same time and with the same effect as if the Standard Services Agreement were signed directly. In the event of any conflict between Exhibit a and any other provisions of this Agreement, the provisions of Exhibit a shall control except as specifically provided for in this paragraph FlO. Upon the effective date of this Agreement, the prior agreement between the parties concerning 457(b) services, excluding trust services, is terminated.


Master Contract No. TTAXCFY II 112 Procurement Contract No. TTAXCFYII1I2


The persons signing below affirm that they are authorized to act on behalf of the parties to this Agreement and that the parties agree to be bound by the terms of this Agreement.

Plan Sponsor: Prudential:

C)V\~~ll, J]lCur~ Name

N.mn~ Authorized Signature Authorized Signature

5ec()nJJ}~ce free :,/e k'+ Title Title

7 (0, /I~ Date Signed Date Signed

Restated

Dat~ Agreement Effective (to be filled in by Prudential per agreement with Plan July 1, 2012

Sponsor):

Approved as to Form

~~R. County Coun~

Print Name J!2.- L 5-e,-1-.«<a,


Master Contract No. TTAXCFY II! 12 Procurement Contract No. TTAXCFY 11/12


EXHIBIT A

ELECTION OF SERVICES

The following services have been elected:

o TRANSITION MANAGEMENT SERVICES (Exhibit B)

~ PLAN RECORDKEEPING SERVICES (Exhibit C)

~ BENEFIT PROCESSING SERVICES

~ Outsourced (Outsourcing Services - See Exhibit G)

[g] Plan Sponsor Approval (Participant Transaction Center - See Exhibit H)

~ ENROLLMENT AND COMMUNICATION SERVICES

D Enrollment kits mailed to Participant homes

~ Enrollment kits sent, in bulk, to the Plan Sponsor

~ GOALMAKER (As described in the Investment Selection Directive, Prudential will make available its asset

allocation services)

~ PLAN DOCUMENT AND DISCLOSURE SERVICES (Exhibit D)

~ PLAN REPORTING SERVICES (Exhibit E)

[g] 457 Contribution Reporting

o SELF-DIRECTED BROKERAGE ACCOUNT SERVICES (Exhibit F)

~ OUTSOURCING SERVICES (Exhibit G)

As described in Exhibit G, Prudential will provide the following Services:

Participant-Requested Transactions

~ Acceptance of Rollovers

[g] Distribution at Termination, Retirement, Death and Disability

~ In-Service Withdrawals ~

[g] Loan Initiation


:.

Master Contract No. TTAXCFYII1I2 Procurement Contract No. TTAXCFYII/12


ISJ Unforeseeable Emergency Withdrawals

Services Other Than Participant-Requested Transactions

ISJ Address Changes/Mailings

ISJ Beneficiary Maintenance

ISJ Loan Interest Rate Monitoring

ISJ Loan Default Notification

ISJ Required Minimumpistributions

ISJ PARTICIPANT TRANSACTION CENTER (Exhibit H)

IZI DIRECT SERVICE OPTION (Exhibit I)

IZI DISCLOSURE OF MARKET TIMING/EXCESSIVE TRADING MONITORING PROGRAM (Exhibit J)

IZI PRUDENTIAL RETIREMENT FLOAT POLICY (Exhibit K)

IZI PLAN ADMINISTRATIVE EXPENSES (Exhibit L)

IZI ANNUAL REVENUE RECORDKEEPING (Exhibit M)

IZI PERFORMANCE STANDARDS (Exhibit N)

IZI QUESTIONNAIRE FOR DETERMINING THE WITHHOLDING STATUS (Exhibit a-PART 1)

IZI COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT (Exhibit a-PART II )

IZI PRUDENTIAL TRUST COMPANY (As described in a separate trust agreement, Prudential Trust Company

provides directed trustee services for the Plan under the terms of a separate trust agreement previously

executed between the Plan Sponsor and Prudential Trust Company). To help the government fight the funding of terrorism and money laundering activities, Federal law requires

all financial institutions to obtain, verify, and record information tnat identifies each person who opens an account. When the Plan Sponsor opens an account, certain information will be requested to allow us to identify the Plan Sponsor. We are required to verify this identifying information.

DC - Service Agreement - FS - 457 II

Master Contract No. TTAXCFY11112 Procurement Contract No. TTAXCFY11/12


EXHIBIT B

No Transition Services required under this Agreement


Master Contract No. TTAXCFY II /12 Procurement Contract No. TTAXCFY 11/12


EXHIBITC

Plan Recordkeeping Services

Prudential will provide the following administrative services under this Agreement:

1. Benefit Processing Services

a) Investment Processing and Pricing

i) Contributions and Loan Reoavments. Prudential will post contributions and loan repayments to Participant accounts within one (1) Business Day of receipt of a Complete Request to do so. A Complete Request has two components, useable data and available funds equal to the total amount shown in the data.

a) Data is useable if remitted to Prudential via secure e-mail, in Prudential's requested format (unless Prudential agrees to another medium or format), and includes all required data elements. Required data elements include:

• Plan Name and (Prudential-issued) Plan Number

• Sub Plan Number (if applicable)

• Money Type

• Participant Social Security Numbers

• Participant Names

• Payroll Ending Date

• Dollar Amount of Contribution or Loan Repayment

b) If data is not useable, Prudential will promptly attempt to contact the Plan Sponsor for clarification and correction of the data, as described in Section l(b) below.

c) Once Prudential finds the data useable, Prudential will accept deposits (dollars) that are equal to the data received. These deposits must be remitted to Prudential via electronic media, such as Federal Funds wire or Automated Clearing House (ACH) debit, unless Prudential instructs otherwise.

d) Deposits received via elt!ctronic media on a Business Day before the Cut Off Time will be invested as previously directed at the price determined for that Business Day. Similarly remitted deposits received on a non-Business Day or after the Cut OffTime will be invested at the price for the next Business Day.

ii) A "Business Day" is a day the New York Stock Exchange is open for business. The "Cut Off Time" is the closing time of the New York Stock Exchange, normally 4 p.m. Eastern Time, unless an earlier time is provided by agreement with the Plan Sponsor. For certain Plan Sponsor initiated deposits or withdrawals from a Plan investment fund, the underlying securities of which are traded on a financial market other than the New York Stock Exchange, a "Business Day" will




be a day the applicable financial market is open for business and the "Cut-Off Time" will be one hour prior to the closing time of such market. Prudential will notify the Plan Sponsor of any P~an investment which is subject to this alternative "Cut-Off Time".

iii) Distributions. Prudential will pr.ocess in-service withdrawals and distributions in accordance with the terms of the Plan. Such distributions may be for reasons of a Participant's retirement, severance from employment, death, disability or such other event as the Plan permits. Prudential will mail distribution checks within five (5) Business Days of receipt of a properly completed Prudential-provided disbursement request. Unless the Plan Sponsor has elected outsourcing services, such distributions will be made upon the Plan Sponsor's authorization. The distribution amount will be determined based on the investment price as of the day amounts are actually removed from the investment account in preparation for payment. Prudential reserves the right to delay distribution beyond this period to the extent required for the Plan to comply with applicable laws.

a) Unforeseeable Emergency - Provided the Plan provides for unforeseeable emergency withdrawals or similar special conditions for loans, Prudential will process unforeseeable emergency withdrawal or loan requests.

b) Loans - Prudential will process loan requests in accordance with the plan.

iv) Investment Exchanges. Prudential will process all investment exchanges immediately upon receipt of a properly completed Prudential-provided exchange request. Properly completed requests received by the Cut Off Time on a Business Day will be processed using the share price at the end of that Business Day. Requests received on a non-Business Day or after the Cut Off Time will receive the price at the end of the next Business Day. A request is properly completed when it clearly shows the number and types of interest to be acquired and disposed of and reasonably indicates that the transfer is authorized by the Participant or the Plan Sponsor.

v) Net Trades. Plan Sponsor acknowledges that Prudential may accomplish all requested investment transactions either by (1) buying and selling shares to cover all requested purchases or sales for Plan customers and Participants or (2) buying or selling only the number of shares necessary after matching purchases and sales either among the Plan Participants or among all Plan customers, or by a combination of the two methods.

b) Absence of Useable Data - Tempora:y Investments (i) Except as provided in Section l(tl)(ii) below, any funds (including contributions and

loan repayments) forwarded to Prudential prior to Prudential's receipt of useable data, as described in Section l(a) above, will be deposited, in its entirety, in a pool of short-term investments in Prudential's name (the "Short Term Pool"). Prudential will notify the Plan Sponsor as soon as is reasonably possible that funds were received without useable data, and will make all commercially reasonable efforts to assist in securing useable data. After the Plan Sponsor provides useable


Master Contract No. TTAXCFY II /12 Procurement Contract No. TTAXCFYIlI12


data, Prudential will allocate the funds, without earnings, according to current investment instructions, to appropriate Participant accounts as soon as is reasonably possible. Plan Sponsor acknowledges that it is responsible for providing useable data in advance of or at the time that funds are forwarded and, therefore, is responsible for the temporary investment in the Short Term Pool.

(ii) In the event that funds are received and the amounts can be matched to participant accounts, but Prudential does not have the data necessary to determine the investment instructions for any such participant, the funds will be allocated to the participant account and invested in the fund expressly designated by the Plan Sponsor. Prudential will make information available to the Plan Sponsor regarding such allocations, but otherwise will have no responsibility for this investment choice.

2. Recordkeeping Services

a) Plan and Participant Accounts. Prudential will maintain a Participant Account for each Plan Participant for whom it receives records, and other Plan Accounts, as necessary. Prudential will update such accounts daily according to changes in investment performance. For purposes of this Agreement, the term "Participant Account" shall include both Plan and Participant Accounts maintained under the Plan on Prudential's recordkeeping system.

b) Plan Records. Prudential will maintain records of all Participant activity, operational information, and communication in connection with its performance of services for the Plan for the duration of this Agreement.

c) Qualified Domestic Relations Orders. Prudential will establish a separate Participant record for the alternate payee or payout benefits under QDROs according to express authorization and direction provided by the Plan Sponsor. Additional services may be provided if the Plan Sponsor elects Outsourcing Services.

3. Reports

Beginning with the Plan Year in which the Effective Date of this Agreement falls:

a) Periodic Reports. Prudential will provide Plan-level reports utilizing the information maintained on its recordkeeping system.

b) Financial Statements. Prudential will provide Plan-level information on each available investment option under the Plan.

c) Government Reporting. Prudential will:

i) Withhold appropriate taxes and pay them over to tax authorities with appropriate reports, such as IRS Form 945.

ii) Process applicable year-end tax reporting (1099R) for Participants.

4. Participant Services

a) Service Representatives. Service Representatives will be available at a toll free telephone number from 5:00 a.m to 6:00 p.m. Pacific Time, Monday through Friday,




excluding holidays and days on which the New York Stock Exchange or Prudential are closed for business (including emergency closings), to assist Participants and the Plan Sponsor. Hours of operation are subject to change upon notice to the Plan Sponsor.

b) Voice Response and Internet Services. Prudential will make available a toll-free number and access to an Interactive Voice Response (IVR) unit and/or Prudential Internet Web site (or other electronic means subsequently adopted by Prudential) to allow Participants to access certain account information and, to the extent not restricted by the Plan Sponsor, initiate Plan transactions at any time. Prudential reserves the right to require all or some transactions to be accomplished or notices provided using electronic means if it reasonably determines these means are accessible by the Plan Sponsor and Participants.

c) Confirmations and Records. All transactions, including failed requests and electronic transactions, will be confirmed with the Participant and properly recorded.

d) Participant Statement of Account. Participants will receive standard quarterly statements. Statements may include inserts and/or customized messages provided by Prudential or, with the prior approval of Prudential, the Plan Sponsor.

5. Enrollment and Communications Services

Enrollment information with standard forms and notices, as well as a summary of Plan terms will be made available to all eligible employees. Prudential will process all enrollment agreements received and report to the Plan Sponsor when contributions may commence. At the direction of the Plan Sponsor, Prudential may also process the enrollment of employees pursuant to a negative enrollment provision of a plan document. As described under the Recordkeeping Services of this Exhibit, Prudential may automate this process when it determines, in consultation with the Plan Sponsor, that necessary criteria are met.

Prudential will develop custom print materials and custom Web landing page. Participant communication campaign to announce the establishment of the Plan and to provide Participants with information that will enable them to make an informed decision regarding participation. Such campaign may include and is not limited to:

1. Announcement materials (i.e., announcement letter, question and answer summary, brochure, newsletter article),

2. Slide show, audiovisual, video presentation, and/or educational sessions on Local Television station through Berkley Community Media.

3. Enrollment support (i.e., conduct Participant enrollment meetings, including a question-and-answer session).

Videotaping or audio taping of enrollment meetings or other Participant information sessions is strictly prohibited. Prudential reserves the right to discontinue any session that it discovers is being recorded in violation of this provision.

Prudential field services up to 20 hours per week for 0.05 bps (0.005%).

DC Service Agreement FS 457 15

Master Contract No. TTAXCFY II 112 Procurement Contract No. TTAXCFYII/12


EXHIBIT D

Plan Document and Disclosure Services

Prudential will not have responsibility to update individually designed non-Prudential Plan documents as required by changes in the law and regulations. Maintenance of a document consistent with Plan operations and all legal requirements is the responsibility solely of the Plan Sponsor. The Plan Sponsor will inform Prudential of changes to the Plan Document in writing prior to the time Prudential is expected to implemen~those changes.


Master Contract No. TTAXCFYIll12 Procurement Contract No. TTAXCFY 11112


EXHIBIT E

Plan Testing Services

If elected by the Plan Sponsor, Prudential will report compliance requirements as follows:

• 457 Contribution Reporting - Prudential will periodically provide the Plan Sponsor with a report comparing each Participant's contributions to the Plan against the maximum deferral [457] (including Roth 457 contributions when utilized).


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Alameda County Deferred Compensation Plans - Recordkeeping and Administrations: 7-1- 20] 2

EXHIBIT F

No Self Directed Brokerage Option at this time


Master Contract No. TTAXCFYIIII2 Procurement Contract No. TTAXCFYII1I2


EXHIBITG

Outsourcing Services

Prudential will provide the outsourcing services, as listed in Exhibit A, to the Plan. The following is a description of some of those elected services.

When the Plan Sponsor or other named Plan fiduciary elects any Outsourcing Services, it retains overall responsibility for the operation and administration of the Plan, including all functions listed below that it has directed Prudential to perform. Therefore, the Plan Sponsor has authority for making policy decisions concerning Plan administration, including the functions listed below, and providing for review and audit of these operations as it deems necessary. Prudential suggests that the Plan Sponsor carefully review this description of Outsourcing Services. Upon request, Prudential will provide additional information about any service described below.

In addition to providing data on a timely basis and in a form useable by Prudential, the Plan Sponsor accepts responsibility for promptly addressing errors identified by Prudential or independently noticed by the Plan Sponsor.

Unless otherwise informed by the Plan Sponsor, Prudential assumes that the Plan or plans for which Prudential provides recordkeeping services are the Plan Sponsor's sole Plans required to be taken into consideration in applying regulatory requirements.

A. Outsourced Participant-Requested Transactions Processing

The following transactions will be processed by Prudential based on the criteria described in this section. Any Participant transactions not described below will be processed as set forth in Exhibit G, Participant Transaction Center.

Acceptance of Rollovers

Prudential will request documentation from participants who wish to rollover funds into the Plan to verify that the funds can be accepted as a rollover into the Plan according to the Plan provisions and applicable law. The criteria listed below will be used by Prudential to determine whether a rollover contribution can be accepted. Prudential will not exercise discretion as a plan fiduciary and will determine if the rollover can be accepted based only on the criteria provided by the Plan Sponsor. When the application of these guidelines to specific situations is unclear and/or may require discretionary action or decisions, Prudential will contact the Plan Sponsor (as the Plan's fiduciary) to clarify these guidelines and/or make a decision regarding a rollover.

Indirect Rollovers (within 60 days of receipt of distribution by participant) -- All of the following will be requested:

A. A copy of a statement from the distributing plan or carrier that includes the plan name and identifies the type of plan (Le., 401(a), 403(b), governmental 457(b), etc.)


Master Contract No. TTAXCFYII1I2 Procurement Contract No. TTAXCFY \1 112



C. A statement from the distributing plan or carrier providing the breakdown of before-tax and after-tax contributions. For rollovers of Roth 401(k), Roth 403(b), or Roth governmental 457(b) contributions (when allowed by the Plan), the participant will also be asked to provide a letter from the prior plan's administrator that provides:


2. The participant's "Roth start date" (i.e., the date from which the 5-taxable-year nonexclusion period is determined)

D. A certification from the participant that the distribution can be rolled into the account because it:

1. Is not one of a series of substantially equal periodic payments (no less frequent than annually) distributed over the participant's life or life expectancy (or the joint lives or joint life expectancies of the participant and their beneficiary) or over a period equal to or greater than 10 years,

2. Was received by the participant no more than 60 days before the date of the rollover into the Plan,

3. Would be includible in gross income if not rolled over in its entirety,

4. Does not represent a Minimum Required Distribution, a hardship distribution, or a corrective distribution, and

5. Was distributed to the participant, and not as a beneficiary or surviving spouse.

Situations in which a participant requests to roll over a distribution more than 60 days after distribution, and indicates they qualify for an exception to the 60-day rollover period, will be referred to the Plan Sponsor for direction.

Direct Rollovers -- All of the following will be requested:

A. A copy of a statement from the distributing plan or carrier that includes the plan name and identifies the type of plan (i.e., 401(a), 403(b), governnentaI457(b), etc.)

B. A letter from the distributing plan or plan representatve stating the plan is qualified under the applicable section of the Internal Revenue Code, or a copy of the plan's most recent determination letter or opinion letter.

C. A statement from the distributing plan or carrier prcviding the breakdown of before-tax and after-tax contributions. For rollovers of Roth 401(k), Roth 403(b), or Roth governmental 457(b) contributions (when allowed by the Plan), the participant will also be asked to provide a letter from the prior plan's administrator that provides:

1. The amount of Roth contributions (basis) being rolled over, and DC - Service Agreement - FS - 457 20

Master Contract No. TTAXCFY11/12 Procurement Contract No. TTAXCFYI1/12


2. The participant's "Roth start date" (Le., the date from which the 5-taxable-year nonexclusion period is determined).

If Prudential does not receive a letter from the distributing plan or plan representative, or a copy of a determination letter or opinion letter (as described in paragraph B of the Indirect Rollover and Direct Rollover sections above) after the initial request, Prudential will accept the indirect or direct rollover if the participant has submitted a copy of a plan statement containing all of the information noted in paragraph A above.

If the rollover is accepted under these criteria but the participant does not provide the breakdown of before-tax and after-tax contributions, Prudential will record the entire rollover as a before-tax contribution. If a participant rolling after-tax contributions into the Plan does not provide the amount of pre-'87 and post-'8G contributions, the after-tax portion of the rollover will be treated as consisting entirely of post-'8G contributions.

If a rollover accepted under these criteria contains Roth 401(k), Roth 403(b) or Roth 457(b) contributions and the participant does not provide a letter from the prior plan administrator with the "Roth start date" noted in paragraph Cabove, Prudential will use the date the rollover is processed as the "Roth start date".

Distributions at Termination, Retirement and Disability

After receiving notification from the Plan Sponsor that a Participant has terminated employment, retired or become disabled, Prudential will review the data available on its record keeping system to ensure all distributions are made in accordance with plan provisions. If a distribution request or information contained in the request is inconsistent with prior direction from the Plan Sponsor (e.g., Plan Sponsor previously directed Prudential to freeze the account due to receipt of a domestic relations order or federal tax levy), Prudential will contact the Plan Sponsor for direction.

After discrepancies have been resolved, Prudential will send a letter to the affected Participant notifying the Participant of the action that will be taken with respect to the Participant's account (e.g., cash-out or deferred payment) if the Participant does not elect otherwise. Prudential will direct Participants to contact Prudential within a set timeframe (80 days unless a different period is chosen by the Plan Sponsor) to make a distribution election.

If the Participant does not contact Prudential by the stipulated deadline, Prudential will cash-out the account, roll the balance to an IRA or defer the distribution, as required by Plan provisions. If the Participant does contact Prudential to make a distribution election by the deadline, Prudential will process the distribution effective on the date Prudential receives all necessary information, including spousal consent to the distribution (if required). Prudential may automate this process when it determines, in consultation with the Plan Sponsor, that necessary criteria are met.

Distributions Due to Death

If the Plan Sponsor elects Prudential's Beneficiary Maintenance Service, following notice of death, Prudential will contact the beneficiary (ies) it has on file to obtain the necessary information to distribute the account according to the beneficiary's election and the Plan's provisions.


Master Contract No. TTAXCFYII/12 Procurement Contract No. ITAXCFY 11/12


If Prudential's Beneficiary Maintenance service is not elected by the Plan Sponsor or there is no beneficiary election in Prudential's records, following notice of death, Prudential will contact the Plan Sponsor to identify the beneficiary of the account. Prudential will then contact the beneficiary (ies) to obtain the necessary information to distribute the account according to the beneficiary's election and the Plan's provisions.

If the beneficiary has not reached the age of majority under applicable law and/or resides outside of the United States, Prudential will require additional documentation from the beneficiary and/or guardian before payment of the benefit can be made to ensure proper payment and tax reporting of the distribution. In addition, Prudential will refer any issues/questions regarding the validity of a beneficiary designation or the proper payment of the benefit to the Plan Sponsor, who will be responsible for providing Prudential with written direction.

In-Service Withdrawals

Prudential will accept a Participant request ("Request") initiating an In-service withdrawal on a form prescribed by Prudential and consistent with the Plan Sponsor's direction as communicated to Prudential. The Request may be made by authorized electronic means or other method acceptable to Prudential. Prudential will record the date and time the Request is received.

Prudential will compare the Request with data in Prudential's record-keeping system, the Plan document and regulatory requirements.

a) If the Request is inconsistent with file information, the Plan document or regulatory requirements, Prudential will reject the Request (see paragraph d) below for information about the handling of rejected Requests).



1) Spousal Consent - If a Participant identifies him or herself as unmarried and this information is consistent with data in Prudential's record-keeping system, Prudential will continue the screening process without asking the Participant to obtain spousal consent to the transaction. If a Participant in a Plan, which includes spousal consent provisions and identifies him or herself as married, the following will apply:


• If either the Plan document or applicable regulations require the spouse to consent before the Participant can receive the in-service withdrawal and Prudential does not have a record of the spouse's consent to the transaction, Prudential will provide the Participant with the forms required and inform the


Master Contract No. TTAXCFYIII12 Procurement Contract No. TTAXCFY II! 12


Participant that he/she must obtain the spouse's consent before the transaction can be processed. Prudential will direct the Participant to send the completed spousal consent forms to Prudential. When received, Prudential will review the forms for completeness. If Prudential has received all required information and signatures, Prudential will update its records to show that the spouse consented to the Request. If required by the Plan Sponsor, Prudential will then direct the Participant to submit his/her Request for additional screening (if required by the Plan Sponsor) or approval.

Prudential will process the Request if it meets all requirements as described above.

Prudential will reject the Request jf it fails to meet one of the Plan, regulatory and/or documentation requirements.

d) If a Request is rejected for any of the reasons described above, Prudential will inform the Participant of that fact and the reason(s) for the rejection. Should a participant object to the rejection of a Request and Prudential can ascertain no error on its part during processing, Prudential will refer the issue to the Plan Sponsor or other authorized person for resolution. Prudential will comply with any reasonable request for assistance in answering the participant's objection, but reserves the right to charge for extraordinary services.

If the Plan Sponsor or other authorized person decides the withdrawal is appropriate, Prudential will continue processing from the point where the problem was identified and process the withdrawal under that person's instructions.


Loan Initiation

Prudential will follow the criteria listed below in determining whether to approve a loan request. Prudential will not exercise discretion as a plan fiduciary and will determine loan eligibility based only on the criteria provided by the Plan Sponsor after the loan request has been screened as described in the Administrative Services Agreement. When the application of these guidelines to specific situations is unclear and/or may require discretionary action or decisions, Prudential will contact the Plan Sponsor (as the plan's fiduciary) to clarify these guidelines and/or make a decision with respect to that loan request.

~ Principal Residence Loans (i.e., loans with terms greater than 5 years).

Definition:

A loan used to acquire any dwelling un:t which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the participant. "Reasonable time" will be 6 months from the date the loan is made.

The following are some of the expense~. that are not considered to be expenses related to

DC - Service Agreement - FS - 457 .~3

Master Contract No. TTAXCFY 11 112 Procurement Contract No. TTAXCFYII/12


the purchase of a principal residence:

• Mortgage payments or costs covered within the mortgage loan itself (non-out-of-pocket expenses).

• A down payment or closing costs that the participant has already satisfied, unless the requested loan will be used to repay a loan from a third party that would otherwise qualify as a principal residence loan and a copy of such other loan is supplied.

• Purchase of non-primary residence such as a vacation home or business. • Purchase of primary residence for anyone other than the participant.

• Costs associated with refinancing.

Criteria for Approval and/or Documentation Required:

• A binding contractual agreement to build or purchase a home signed by the seller/builder and buyer (participant signature). This agreement must include the address of the residence to be purchased/constructed, total purchase/construction price, and a settlement of completion date (may be no more than 6 months from the date of the loan request).

• Written document (from the financial institution) listing closing costs.

Prudential will accept a Participant request ("Request") initiating a loan on a form prescribed by Prudential and consistent with the Plan Sponsor's direction as communicated to Prudential. The Request may be made by authorized electronic means or other method acceptable to Prudential. Prudential will record the date and time the Request is received. Prudential will compare the Request with data in Prudential's record-keeping system, the Plan document, the Loan Policy (as applicable) and regulatory requirements.

a) If the Request is inconsistent with file information, the Plan document or regulatory requirements, Prudential will reject the Request (see paragraph d) below for information about the handling of rejected Requests).



1) Spousal Consent -If a Participant ident fies him or herself as unmarried and this information is consistent with data in Prudential's record-keeping system, Prudential will continue the screening r-,rocess without asking the Participant to obtain spousal consent to the transaction. If a Participant in a Plan, which includes spousal consent provisions and identifies him or herself as married, the following will apply:



Master Contract No. TTAXCFY 11112 Procurement Contract No. TTAXCFYII1I2

Alameda County Deferred Compensation Plans -,- Recordkeeping and Administrations: 7-1- 2012

• If either the Plan document or applicable regulations require the spouse to consent before the Participant can receive the requested loan or in-service withdrawal and Prudential does not have a record of the spouse's consent to the transaction, Prudential will provide the Participant with the forms required and inform the Participant that he/she must obtain the spouse's consent before the transaction can be processed. Prudential will direct the Participant to send the completed spousal consent forms to Prudential. When received, Prudential will review the forms for completeness. If Prudential has received all required information and signatures, Prudential will update its records to show that the spouse consented to the Request. If required by the Plan Sponsor, Prudential will then direct the Participant to submit his/her Request for additional screening (if required by the Plan Sponsor) or approval.

2) Principal Residence Loans or Other Loan Types That Require Documentation -If a Participant requests a loan for a period exceeding 5 years, Prudential will require the Participant to provide information supporting the participant's certification that the loan will be used to acquire a dwelling unit that within a reasonable time is to be used as the principal residence of the Participant. Unless specified otherwise, Prudential will consider the documentation requirement satisfied only if the Participant provides Prudential with copies of the following information dated no earlier than 45 days prior to the date Prudential receives that information: a binding contractual agreement to build or purchase a home signed by all parties to the contract and an estimate of closing costs provided by the financial institution. When this (or other documentation specified by the Plan Sponsor) has been submitted, the screening process will continue.

Prudential will process the Request if it meets all requirements as described above.

Prudential will reject the Request if it fails to meet one of the Plan, regulatory and/or documentation requirements.

d) If a Request is rejected for any of the reasons described above, Prudential will inform the Participant of that fact and the reason(s) for the rejection. Should a participant object to the rejection of a Request and Prudential can ascertain no error on its part during processing, Prudential will refer the issue to the Plan Sponsor or other authorized person for resolution. Prudential will comply with any reasonable request for assistance in answering the participant's objection, but reserves the right to charge for extraordinary services.

If the Plan Sponsor or other authorized person decides the loan or withdrawal is appropriate, Prudential will continue processing from the point where the problem was identified and process the loan or withdrawal under that person's instructions.



Master Contract No. TTAXCFYJ 1/12 Procurement Contract No. TTAXCFYIl/12

Alameda County Deferred Compensation Plans - Recordkeeping and Administrations: 7-1- 20 J2

Unforeseeable Emergency Withdrawals

Prudential will accept a Participant's request for an unforeseeable emergency withdrawal in a form prescribed by Prudential and consistent with the Plan Sponsor's direction as communicated to Prudential and described in a separate agreement entitled Alameda County 457(b) Deferred Compensation Plan Unforeseeable Emergency Withdrawal Procedures. In the absence of a "separate agreement entitled Alameda County 457(b) Deferred Compensation Plan Unforeseeable Emergency Withdrawal Procedures", Prudential will only accept a participants request for unforeseeable emergency withdrawal based on the Plan Sponsor's direction.

B. Outsourced Services Other Than Participant-Requested Transaction Processing

Address Changes/Mailings

Participants may contact Prudential via the Prudential call center to make address changes. For security purposes, Prudential will mail a notification of the change to the participant's original address. Based on the option selected below, Prudential will only take action on requests for address changes from the Plan Sponsor or former employees of the Plan Sponsor whose account is being administered under Prudential's Direct Service Option; or from the Plan Sponsor or former employees of the Plan Sponsor who are plan participants; or from all plan participants and beneficiaries.

o Prudential will only take action on requests for address changes from the Plan Sponsor or former employees of the Plan Sponsor whose account is being administered under Prudential's Direct Service Option

o Prudential will only take action on requests for address changes from the Plan Sponsor or former employees of the Plan Sponsor who are plan participants.

[gj Prudential will take action on requests for address changes from all plan participants and beneficiaries.

Beneficiary Maintenance

Participants may contact Prudential via the Prudential call center to make beneficiary changes. For security purposes, Prudential will mail a notification of the change to the participant's original address. Prudential will only take action on requests for beneficiary designation changes from the Plan Sponsor or former employees of the Plan Sponsor who are plan participants. Questions/challenges with respect to the validity of a particular beneficiary election will be referred to the Plan Sponsor. Beneficiary elections/changes requested by anyone other than the participant (e.g., someone with a Power of Attorney with respect to the participant) will be referred to the Plan Sponsor for validation.

Loan Interest Rate Monitoring

Prudential will issue participant loans using a loan interest rate (the "Rate") that is based on the "bank prime loan" rate provided on www.federalreserve.gov (plus or minus the applicable percentage the Plan Sponsor may elect) as of the last business day of each calendar quarter or another frequency, or the loan interest rate specified by the client and listed below in this document. Each Rate will be effective


Master Contract No. TTAXCFYIIIl2 Procurement Contract No. TTAXCFY 11/12


for all new loans initiated on and after the business day next following the establishment of such Rate. Each Rate is effective until a new Rate is established. Such Rate will not change during the participant's loan repayment period.

General Purpose Loans: Prime + 1% Primary Resident Loans: Prime + 1%

Loan Default Notification

Prudential will identify delinquent loans and notify the Plan Sponsor of all loans with payments which are identified as being past due according to the plan's loan policy. This information will be provided to the Plan Sponsor by means of the "Loan Risking Default Report" which will be posted on the Plan Sponsor web-site. Absent Plan Sponsor direction to the contrary, Prudential will process loan defaults after the plan's grace period has elapsed without receipt of a repayment. Prudential will provide appropriate tax-reporting information to the affected participant and the Internal Revenue Service and notify the Plan Sponsor of any loans that have been defaulted.

Required Minimum Distributions

Prudential will provide an annual report to the Plan Sponsor identifying participants who may be subject to the Required Minimum Distribution ("RMD") requirements. Prudential will provide initial notification, annual tax withholding notice and life status change forms to applicable participants whom the Plan Sponsor has validated as being subject to the RMD requirements. Prudential will process the RMDs based on the forms returned to Prudential by the participant. If no forms are received, Prudential will process the RMD based on its standard default process, as communicated to the Plan Sponsor.

Qualification of Domestic Relations Orders

Prudential shall perform administrative services related to QDRO's in accordance with current Alameda County procedures.


Master Contract No. TTAXCFYl1/12 Procurement Contract No. TTAXCFYII1I2


EXHIBIT H

Participant Transaction Center

Expedited Claims Review Procedures

1. Receipt of Request. Any request for a transaction described in Section 4 ("Request") by a Plan Participant in a form prescribed by Prudential and consistent with the Plan Sponsor's direction as communicated to Prudential, will be accepted by Prudential if received by authorized electronic means or other method acceptable to Prudential. The date and time of receipt will be appropriately recorded.

2. Screening. Prudential will compare the Request with data in Prudential's record-keeping system, the Plan document and regulatory requirements. Prudential will submit to the Plan Sponsor for review through the Sponsor Website only Requests that satisfy this screening and will inform the applicant that the Plan Sponsor must approve the Request before Prudential can process the Request.

a. Loans - If a Participant requests a loan for a period exceeding five years, Prudential will request from the Participant information supporting the Participant's certification that the loan will be used to acquire a dwelling unit that within a reasonable time is to be used as the principal residence of the Participant. Prudential will inform the Participant and will consider this information requirement to have been satisfied only if the Participant provides to Prudential copies of the following information dated no earlier than 45 days prior to the date provided to Prudential: a binding contractual agreement to build or purchase a home signed by all parties to the contract and an estimate of closing costs provided by the financial institution. Following the receipt of this supporting information, Prudential will submit the Request to the Plan Sponsor for review through the Sponsor Website.

b. Spousal Consent - If a Participant in a plan subject to ERISA identifies him or herself as unmarried and this information is consistent with data in Prudential's record-keeping system, Prudential will submit the Request to the Plan Sponsor for review through the Sponsor Website. If a Participant in a plan subject to the spousal consent provisions of ERISA and/or the Internal Revenue Code identifies him or herself as married, the following will apply:

i. Prudential will submit to the Plan Sponsor for review through the Sponsor Website any Request for which no spousal consent is required.

ii. If spousal consent is required for any Request, Prudential will direct the Participant to provide to Prudential a properly completed form for spousal consent. Prudential will review an)· form returned to it and, if the form satisfies screening requirements, submit the Request to the Plan Sponsor for review through the Sponsor WebsitE'.

c. Requests Failing Screening- If a Request fails 'icreening requirements, Prudential will deny the Request and notify the Participant (including an explanation). If a Request is incomplete or appears erroneous, PrudentiCt'. will make reasonable efforts to obtain complete or correct information from the P;,rticipant. If such efforts fail, Prudential


Master Contract No. TTAXC FY II / 12 Procurement Contract No. TTAXCFY 11/12


will deny the Request. If a Participant objects to the denial of a Request, Prudential will direct the individual to contact the Plan Sponsor. The Plan Sponsor, and not Prudential, shall be responsible for assuring that denial of any Request complies with the claims procedure requirements of applicable law.

3. Review by Plan Sponsor. If any Request satisfies screening requirements, Prudential will post information concerning the Request on the Sponsor Website. This website function will allow the Plan Sponsor to review the Request, edit certain'information concerning the Request (e.g., dates of employment, birth dates, loan payment frequency, vesting status) and approve, deny or, within a brief period, revoke a prior denial and approve a Request. By approving a Request, a Plan Sponsor will be deemed to have authorized the Request and directed Prudential to process it within applicable timing guidelines as referenced on the Sponsor Website. The Plan Sponsor is responsible for monitoring the Sponsor Website for Requests pending the Plan Sponsor's approval. Prudential, at its option, may notify the Plan Sponsor of pending Requests but assumes no responsibility for doing so. If a Plan Sponsor denies a Request, the Plan Sponsor shall be responsible for notifying the Participant and assuring that such notice complies with the claims procedure requirements of applicable law.

4. Authorized Transactions. Prudential will follow these procedures for the following transactions to the extent permitted under the Plan and not being processed pursuant to the Outsourcing Services Exhibit:

a. Participant loans b. Distributions prior to termination of employment in lump sum or installment payment

forms c. Distributions following termination of employment in lump sum or installment payment

forms d. Required Minimum Distributions (i.e., distributions required under Section 401(a)(9) of

the Internal Revenue Code) e. Distributions on account of hardship (effective as of a date which Prudential will disclose

in advance to the Plan Sponsor)


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EXHIBIT I

Direct Service Option

Prudential will provide third-party administrative services to terminated Participants who elect or are deemed to elect to retain their account balances in the investment options offered under the Plan. Prudential will perform the following administrative services at the direction of the Plan Sponsor.

1. Process transfers via IVR or the Participant website;

2. Process requests for distributions (partial or full);

3. Provide appropriate consent and distribution forms; and

4. Provide Participant Fund Statements quarterly and any such services as directed by the Plan Administrator and agreed to by Prudential. Expenses associated with the maintenance and administration of each terminated Participant's Account will be paid by the Participants, unless designated otherwise by the Plan Sponsor, as set forth in the Expense Schedule.

DC - Service Agreement - FS - 457 :\0



EXHIBIT J

Disclosure of Market Timing/Excessive Trading Monitoring Program

Prudential has a program to monitor participant trades to detect market timing/excessive trading and to stop such trading when it persists. The program's procedures are described below. The Plan Sponsor's agreement to these procedures will ensure the continued availability of the investment funds the Plan offers and will prevent market timing/excessive trading that harms long-term investors.

Prudential will monitor trades to identify potential market timing/excessive trading activity, and Prudential will contact the Plan Sponsor to identify these transactions. Simultaneously, Prudential will notify the participant in writing that his/her trading may constitute market timing/excessive trading, contrary to mutual fund policies, and that the mutual fund company may refuse transactions. If plan guidelines so provide, Prudential will suspend a participant's ability to trade via phone or internet, limiting trading to written communications by U.S. Postal Service.

For this program, Prudential's definition of market timing/excessive trading is as follows:

One or more "round trip" trades within a thirty-day period, where each buy or sell in the transaction is greater than $25,000; AND where the trading pattern did not result from systematic rebalancing, transfers supporting a long-term asset allocation strategy, payroll deductions, or other retirement planning activities. (We define a "round trip" as a transfer into and out of the same fund offered as part of the Plan.)

Prudential will continue to monitor trading activity, the marketplace, and new regulatory requirements. If necessary, Prudential will modify this definition and procedures.

While no process or approach can eliminate all market timing/excessive trading activity, Prudential's Market Timing/Excessive Trading Monitoring Program is intended to detect and deter disruptive-trading practices and to satisfy the requirements of investment options in the Plan, to ensure their continued availability. Please be assured that Prudential will continue to work diligently both to educate Plan participants about the harm caused by market timing/excessive trading and to notify the Plan Sponsor when market timing/excessive trading activity has occurred.

Prudential reserves the right, in its sole discretion, to modify the Program as well as the following policy.

Market Timing/Excessive Trading Policy

BACKGROUND

Market timing/excessive trading is the frequent trading of shares in an investment option, typically in response to short-term fluctuations in the market. Market timing/excessive trading in large amounts can result in temporary financial disadvantages to the market timer/excessive trader, however it can also have a disruptive effect on portfolio management of the investment option, resulting in increased costs and reduced returns to a plan as well as the participants invested in that investment option.


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Prudential Retirement (PR), in its capacity as a record-keeper, will assist the Plan in protecting other Plan participants from the potential economic harm that may arise from market-timing/excessive trading. The Plan has adopted this policy, as it may be amended from time to time, to grant PR, as a recordkeeper, the authority to take the actions set forth in the policy.

As described in investment transfer confirmations and mutual fund prospectuses, mutual fund managers reserve the right to refuse purchase orders and transfers into their funds by any person, group or commonly controlled account if the managers believe the trading would have a disruptive effect on portfolio management.

POLICY

Definition of Market Timing/Excessive Trading

Market Timing/Excessive Trading is defined as:

(1) One or more participant-directed trades into AND out of (or out of AND into) the same investment option;

(2) Within a rolling 30-day period; and (3) Each trade is greater than $25,000

Automatic or system-driven transactions such as contributions or loan repayments by payroll deduction, re-mapping transactions, hardship withdrawals, regularly scheduled or periodic distributions, or periodic rebalancing through an automatic rebalancing program that is not initiated by the Plan do not constitute excessive trading and will not be subject to this criteria.

This definition will not apply to the following: 1) Self-directed brokerage and non-qualified retail accounts; and 2) company stock (share-basis), fund-of-funds, stable value funds, money market funds, funds with fixed unit values, and outside Guaranteed Income Contracts. However, the insurance company separate account options used by these accounts or funds will be subject to the rules governing those separate accounts. Similarly, the outside mutual funds used by these accounts or funds will be subject to the market timing policy of each mutual fund. Prudential will take action, as directed by the insurance company or by the mutual fund to enforce its rule or policy.

WARNING PROCESS

The first instance of marketing timing/excessive trading will result in a Warning letter to the participant. A copy of the Warning letter and/or a Trading activity report will be sent to the Plan Sponsor. There will be no penalties or trade restrictions imposed on the participant or the Plan at this time. If the market timing/excessive trading activity continues, the second instance of marketing timing/excessive trading will result in trade restrictions being imposed.

TRADE RESTRICTION PROCESS

Upon the second instance of market timing/exce·;sive trading within a 6-month period, the participant will be placed on restriction for a 3 month periJd ("Restriction Period"). Trade restrictions may be


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extended incrementally (3 months) if the behavior recurs during the 6-month period immediately following the initial restriction.

During the Restriction Period, participants are restricted from making investment-related transactions (for example, transferring existing balances) on-line via the internet, via the Voice Response System (VRS) or via fax. All investment-related transactions must be in writing, with an original signature, delivered by the US Post Office (no overnight mail) to: Prudential Retirement, 30 Scranton Office Park, Scranton, PA 18507-1789. These paper transaction requests will be reviewed as soon as practicable, to ensure they are in good order, and will be subject to approval by PR, as the Plan's delegate, before they are processed. If an investment-related transaction is received via fax or overnight mail, it will not be honored and PR will notify the participant.

During the Restriction Period participants will b~ able to process non-investment related transactions (for example, loans, distributions, or, if applica'ble, changing allocations of future contributions or contribution rates to the program), if permitted by Plan rules and the Plan Sponsor's Personal Securities Trading Policy.

NOTIFICATION PROCESS

PR will send warning letters to each participant's home address as it appears on the record-keeping system. Warning letters and weekly reports of Market Timing Trading activity will be sent to the person the Plan has designated to receive this type of communication.

Restriction Notices will be sent via certified mail to the participant's home address, as soon as administratively practicable (generally the Monday following the determination that a restriction is warranted). Restriction Notices will be sent to the person the Plan has designated to receive this type of communication.


Master Contract No. TTAXCFY II /12 Procurement Contract No. TTAXCFYI1I12


EXHIBIT K

Prudential Retirement Float Policy

Prudential Retirement ("PR"), a business unit ofThe Prudential Insurance Company of America ("Prudential"), is providing you with the information below to help you review float under your retirement plan.

"Float" means earnings that PR receives from the short-term investment of funds held in "concentration" accounts. These funds come from contributions and distributions under your retirement plan and, in small percentage, from payments of plan administrative expenses and at times transfers to other investment providers both of which PR processes similar to distributions. PR's use of concentration accounts for many clients allows PR to increase efficiency. If PR used accounts for single clients, the additional cost to each client would exceed the float attributable to that client that PR earns through the use of concentration accounts.

How Does PR Earn Float?

PR earns float anytime it invests funds of your plan in one or more investment pools in the name of Prudential or Prudential Retirement Insurance and Annuity Company. When PR earns float, PR keeps it as compensation for services provided to the plan. PR's services include the processing of contributions, distributions and loans. Float compensation is in addition to any other compensation, direct or indirect, paid to PR or any affiliate of PRo

What Are PR's Procedures For Contributions Awaiting Investment?

When PR receives contributions in "good order" (that is, with appropriate identification and investment direction) by the deadline on a business day, PR sends them to providers of plan investment options (e.g. mutual funds, separate accounts, etc.). PR sends the contributions by the beginning of the next business day, after PR has combined the investment directions of individual plan participants. Before this transfer, PR sweeps any cash it receives, including cash for contributions not received in good order, into a concentration account. PR invests this cash in a pool of short-term investments in Prudential's name (the "Short Term Pool').

If PR receives contributions that are not in good order, PR keeps them in the Short-Term Pool. PR immediately asks the plan sponsor for the information needed to put the funds in good order. The plan sponsor is responsible for giving this information to PRo If the plan sponsor does not respond within a reasonable time, PR will return the cash without earnings to the plan sponsor. Few plans send contributions to PR that are not in good order. It is PR's goal to achieve good order within three days.

If PR receives contributions after the deadline on a business day, PR will invest them in the Short Term Pool or, alternatively, hold them in a bank account overnight. PR treats these contributions as received on the next business day. If PR invests these contributions in the Short-Term Pool, it earns float. If PR holds the contributions in a bank account overnight, it does not earn float on these contributions but it may earn credits. Prudential uses these credits to pay banking fees. The credits generate no cash payment to Prudential. What Are PR's Procedures For Distributions?


Master Contract No. TTAXCFYl1/12 Procurement Contract No. TTAXCFYII/12


Plan participants and beneficiaries request distributions by electronic payment or paper check. PR issues electronic payments on the business day after the day an appropriate payee asks for payment. Following payee direction, PR asks the providers of plan investment options to send funds to PRo PR does not earn float on electronic payments. PR advances its own funds, without interest, to make electronic payments.

PR issues and mails paper distribution checks on the business day following the day a payee asks for payment. Following payee direction, PR asks the providers of plan investment options to send funds to PRo PR puts these funds in either the Short Term Pool or other pools that invest in a combination of long and short-term investments. PR moves these funds out of a pool when the payee cashes the distribution check. PR issues checks for participant loans in the same way. PR also puts funds for participant loans in a pool.

Upon your request, PR will send you a report on the status of your plan's outstanding distribution checks.

How is the Rate of Float Earned by PR Determined?

As discussed above, PR holds cash briefly in a pool. Prudential gives a credit to PR for the PR concentration account's share of all earnings from any pool. The credit is a weighted average of the daily yield on money actually invested by the pool. The yield depends on whether the pool invests in short-term investments or a combination of short and long-term investments and what the pool actually earns on funds invested overnight in such investments. The earnings of different investments in a pool may vary and reflect market factors such as credit quality, issuer and maturity.

How Can a Plan Fiduciary Determine the Amount of Float PR Earns on Plan Accounts?

PR earns float on contributions until it sends them to providers of plan investment options (e.g. mutual funds, separate accounts). The float period for contributions received in good order begins on the day PR receives them and ends on the next business day. PR does not earn float, however, on contributions invested in investment options that are "stable value" funds offered by Prudential or a Prudential affiliate because such funds contractually pay interest to an investing plan starting on the day PR receives the contributions in good order. The float period for contributions not in good order begins on the day PR receives them and ends on the business day PR sends them to providers of plan investment options or returns them to the plan sponsor.

As noted above, the float rate depends upon the actual earnings of a pool. The Short Term Pool invests in short-term investments that primarily include commerc~al paper, time deposits, agency discount notes, loan participation and repurchase agreements. The other pools invest in a combination of long term and short-term investments including the same types of investments invested in by the Short Term Pool, government obligations, agency mortgage backed securities, asset-backed securities, corporate bonds and money market funds.

By applying a publicly available short term interest rate such as the current "federal funds rate" (the interest rate charged by banks on overnight loans to other banks, established by the Federal Open Market Committee of the Federal Reserve and reported at http://www.federalreserve.gov/fomc/fundsrate.htm) to monthly plan contributions sent to PR in good


Master Contract No. TTAXCFY11112 Procurement Contract No. TTAXCFY 11112


order, excluding contributions to "stable value" funds offered by Prudential or a Prudential affiliate, a plan fiduciary may estimate the approximate amount of float PR earned in any month on the plan's contributions.

In the unlikely event that your plan sent PR contributions not in good order, you may also estimate how much float PR earned. Calculate this estimate by applying a publicly available short term interest rate (as noted above) to your contributions and the number of days before you prOVided to PR the information needed to put the funds in good order.

When PR makes distributions by paper check, PR earns float beginning on the day PR receives funds from the payee's plan investment accounts. The float period ends when the payee cashes the check. Most payees cash their checks promptly. If a plan fiduciary wishes to estimate the approximate amount of float PR earned in any month on distributions by check, the fiduciary may do so by estimating the percentage of all distribution checks cashed by payees within a given period (e.g., X% within Y days of issuance) and applying this percentage and a publicly available short term interest rate (e.g., the federal funds rate noted above but increased by 40 basis points) to the average monthly distributions under a plan.

Is this Float Policy Subject to Change?

Yes. PR may change its float arrangements in the future. If this happens, PR will tell you before the changes take effect. You will be assumed to consent if you do not object.

If you would like more information on Prudential Retirement's float policies, please contact your Account Executive.


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EXHIBIT L

Plan Administrative Expenses

Prudential agrees to make payments (It Allowancelt ) to or on behalf of the Plan in order to pay its reasonable

and actually incurred Plan administration expenses. Prudential will make payment to the Plan as more fully provided below:

• Source of Payment. The source of funds for the payment is corporate assets of Prudential and/or its subsidiaries and affiliates. The Plan Sponsor acknowledges that Prudential is the owner of funds used for the payment until Prudential transfers such funds to the Plan Trust.

• Amount. The Allowance deposited into the Plan Expense Account will be as a result of a failure of a Performance Standard described in Exhibit N.

• Amount. The Allowance deposited into the Plan Expense Account will be determined in accordance with any excess revenue as described in Exhibit M.


Master Contract No. TTAXCFY 11/12 Procurement Contract No. TTAXCFYII/12


EXHIBITM

Annual Recordkeeping Revenue

Prudential and Plan Sponsor agree that Prudential will be guaranteed annual record keeping revenue, from the sources defined below of 15 basis points (annualized) of Plan assets (excluding participant loans). The break-down of the 15 basis point revenue (annualized) is as follows: 7 basis point for recordkeeping and administration, 0.5 basis points for staff service representative up to 20 hours per week, 3.5bps to Emerge Financial Group, 4.0 bps to Wells Fargo Advisors.) Should the Revenue received in connection with the Plan exceed 0.15% (15 basis points), annualized, Prudential agrees to provide an aggregate amount equal to such amount in excess, to the Plan as an Expense Allowance ("Allowance") as described below. In the event of a material change to the Plan, Prudential reserves the right to review, adjust and/or terminate such arrangements with written notice to the Plan Sponsor.

Should the total Revenue for the calendar quarter equal 3.75 basis points, annualized, Prudential shall notify the Plan Sponsor of the amount of the shortfall. The Plan Sponsor shall have sixty (60) days from the date of such notification to pay the amount of the shortfall directly to Prudential.

Should the total Revenue for the calendar quarter exceed the 3.75 basis points, annualized, Prudential will deposit the amount of such excess 6-8 weeks after the end of the calendar quarter, e.g. the "payment period", as an Allowance into an account for the plan trust on Prudential's record keeping system until such time as the Plan Sponsor provides direction to Prudential regarding the disposition or re-investment of these funds.

Prudential will send the Plan Sponsor reports on a quarterly basis showing the calculations of the Revenue as described above. These reports will be sent 45 days after the end of each quarter. The plan expense account balance is available daily on-line.

For purposes of this agreement, Revenue shall include Distribution Revenue and Administrative Revenue as follows:

Components of Distribution Revenue and Administrative Revenue. The following components of Revenue will be utilized toward the Revenue amount that is described above.

The term "Distribution Revenue" shall mean the sum of the fund revenue, to the extent that such funds are available for investment under the Plan, such as the following revenue actually received by the Prudential Retirement business unit (as may be applicable from time to time) calculated in accordance with generally accepted accounting principles:

(a)"Prudential Mutual Fund 12b-1 Fees" or "PMF 12b-1 Fees" means the portion ofthe 12b-1 fees paid by Prudential-sponsored mutual funds to PIMS that are allocated to Prudential in connection with Plans recordkept by its Prudential Retirement business unit. Currently, PIMS re calibrates such allocation annually, and shall make such allocation on the same basis for all retirement plans being record kept by Prudential Retirement.


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(b) "Outside Mutual Fund 12b-l Fees" or "OMF 12b-l Fees" means the portion of 12b-l fees paid by mutual funds not sponsored by Prudential (or paid by an affiliate of such mutual fund) to PIMS in connection with the distribution of such mutual funds to Plans recordkept by Prudential Retirement.

(c)"Outside Mutual Fund Finder Fees" or "OMF Finder Fees" means the portion ofthe distribution fees (other than OMF 12b-l Fees) paid by mutual funds not sponsored by Prudential (or paid by an affiliate of the mutual fund) to PIMS in connection with Plan investments recordkept by Prudential's Retirement business unit. Currently, PIMS re calibrates such allocation annually, and shall make such allocation on the same basis for all retirement plans being record kept by Prudential Retirement.

The term "Administrative Revenue" shall mean the sum of the following fund revenue, to the extent that such funds are available for investment under the Plan, such as the following revenues actually received by Prudential Retirement business unit (as may be applicable from time to time) calculated in accordance with generally accepted accounting principles:

(a) "Prudential Mutual Administrative Fee" or "PMF Admin Fee" means the portion of the fee (other than PMF 12b-l Fees, PMF Sub TA Fees and Pru Admin Wrap Revenue) paid by Prudential-sponsored mutual funds to Prudential Affiliates that are allocated to Prudential in respect of its administrative services in connection with Plans recordkept by its Prudential Retirement business unit. Currently, the funds' investment manager, Prudential Investments LLC, ("PILLC") re- calibrates such allocation annually and will make such allocation on the same basis for all retirement plans being record kept by Prudential Retirement.

(b)"Pru Administrative Wrap Revenue"or "Pru Admin Wrap Revenue" means the mortality and expense fees collected by Prudential from its insurance company separate account products, plus the other basis point wrap fees that are charged in respect of all of a Plan's mutual fund investments, plus the revenue associated with investment specific "wrap" fees imposed in connection with deposits made to particular plan investment options.

(c)"Prudential Mutual Fund Sub Transfer Agency Fee" or "PMF Sub TA Fee" means the portion of the transfer agency fee allocated by the transfer agent for each Prudential sponsored mutual fund (the "Transfer Agent" to Prudential in connection with Plans recordkept by its Prudential Retirement business unit. Currently, the Transfer Agent establishes such allocation annually and makes such payment on a per participant basis. Such allocation shall be on the same basis for all retirement plans being record kept by Prudential Retirement.

(d)"Outside Mutual Fund Sub Transfer Agency Fee" or "OMF Sub TA Fee" means the portion of the transfer agency fee paid by an unaffiliated mutual fund to its transfer agent that is paid to Prudential in connection with Plans recordkept by Prudential Retirement. Such fee may be calibrated on the basis of the number of participants investing in the mutual fund (in which case such fee is expressed in dollars) or on the basis of the dollar amount of assets invested in the mutual fund (in which case such fee is expressed in basis points).

(e)"Outside Mutual Fund Sub Transfer Agency Fee" or "OMF Admin Fee" means the fee (other than OMF Sub TA Fees and OMF 12b-l Fees) paid by an unaffiliated mutual fund (or its affiliate) to Prudential in connection with Plans record kept by Prudential Retirement.


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(f)"Stable Value Fund Administrative Fees" or "SVF Admin Allowance" means the disclosed assets charged assessed on assets invested in the Prudential Stable Value Fund or any similar investment sponsored by a Prudential entity, but not including any other source of revenue related to that investment.

Any revenue realized by Prudential Retirement not specifically set forth herein shall not be included in the calculation.

• Plan Expense Account. Prudential will establish an account for the Plan Trust on Prudential's recordkeeping system. Prudential will deposit payments of the Allowance into this account at the frequency defined above and invest them in a stable value investment under the Plan, unless another investment option is selected by the Plan Sponsor until such time that the Plan Sponsor provides direction to Prudential regarding the disposition or re-investment of these funds.

• Reporting. Prudential will provide periodic reports to the Plan Sponsor that show payments by Prudential to the Plan Trust under this arrangement.

• Amendment of Arrangement. This payment arrangement may be amended at any time in writing. Agreement by the Plan Sponsor to an amendment may be presumed if Prudential communicates the amendment to the Plan Sponsor in advance of the effective date of the change, indicates its intention to presume agreement to the amendment absent a response, and Prudential receives no response within a stated period or, if none is stated, by the time the change is to be implemented. In particular (and not by way of limitation), Prudential reserves the right to amend this arrangement in the event of a material change to the Plan.

• Termination of Arrangement. Each party may terminate this payment arrangement for any reason upon thirty (30) days prior written notice to the other. In particular (and not by way of limitation), Prudential reserves the right to terminate this arrangement in the event of a material change to the Plan or upon Prudential's conclusion that payments violate applicable law. Generally allowances are made available upon conclusion of the payment period. In the event the Plan Sponsor terminates service with Prudential prior to the conclusion of the period for which an Amount was provided, the portion of the Allowance attributable to that period must be refunded to Prudential by the Plan. If this amount is not refunded, Prudential reserves the right to deduct such amounts from assets available for transfer to the successor record keeper.

Plan Sponsor agrees, represents and warrants to Prudential:

• All instructions received pursuant to thi; provision will be submitted by persons authorized to act on behalf of the Plan and Prudential may rely upon those instructions as being genuine and duly authorized;

• The Plan document and any applicable Trust documents permit the Plan to make payment of administrative expenses from Plan assets;


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• This Allowance is permissible under both the Plan documents and any laws applicable to the Plan;

• All amounts paid pursuant to these provisions will be used solely for Plan administrative expenses that are reasonable and necessary to the Plan;

• That they will indemnify and hold Prudential harmless to the extent that there is a breach of any of the representations contained herein, which causes Prudential to suffer any expense or damage as a result;

• The Plan Sponsor has discussed this arrangement with its legal counsel to the extent it deems appropriate.


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EXHIBIT N

PERFORMANCE STANDARDS

Prudential and the Plan Sponsor hereby agree to the performance standards set forth below. Such standards shall apply to the plan recordkeeping and other administrative services Prudential is providing on behalf of the Plan.

In the event that Prudential fails to meet a performance standard with respect to a service (as set forth in this Exhibit) for any quarter, Prudential shall make responsible efforts to rectify the situation and deliver against that standard in the next quarter. In addition, in the event that Prudential failed to improve its performance regarding the previously identified service within the next calendar quarter, Prudential will provide a "Reimbursement Amount" as described in this Exhibit in the subsequent quarter. In the event a Reimbursement Amount is due under this paragraph, that amount shall be either (i) applied against the Plan's administrative expenses otherwise due to Prudential under this Agreement, or (ii) credited toward additional administrative services to be provided by Prudential to the Plan, or (iii) credited to a Plan Expense Account in accordance with the terms outlined in Exhibit L, provided however, any credited amount will not reduce the Allowance offered under Exhibit L.

Total dollars at risk each calendar year from service shortfalls related to plan services provided by Prudential on behalf of the Plan will be capped at $25,000 for the Plan Sponsor's plans maintained on Prudential's recordkeeping system.

Service Service Standard Reimbursement Amount

Plan Sponsor client consultant availability time

I

Plan Sponsor Service Representative available Monday through Friday 5 am to 8pm ET (Excluding Holidays).

$750 per Quarter with an annual cap of $3,000

Quarterly Statement Delivery 98% mailed or posted to the website within ten (10) business days after quarter close. Dependency; Receipt of all necessary information (example, message approval) from Alameda County 3 weeks prior to the end of the quarter for which the statement period is applicable.


Loan Initiations 99% of loans processed within 2 business days provided the request is received in good order by4 p.m. ET (or close of business)

$500 per Quarter with an annual cap of $2,000

Withdrawals, Hardship Withdrawals, Rollovers out

99% of withdrawals processed within 2 business days provided the request is received in good order by 4 p.m. ET (or close of business)

-



Master Contract No. TTAXCFYII/12 Procurement Contract No. TTAXCFYll112


Service

Contribution posting

Plan Sponsor reports

Participant Satisfaction

Service Standard

Prudential will post 99% of contributions and repayments to participants accounts within one (1) business day of receipt of good order request. Data for the preceding quarter is available on the plan sponsor website within 10 business days after the quarter end. Plan sponsors can create customized, ad hoc reports via the Online Retirement Center for Plan Sponsors website. This website enables you to select from a wide range of data fields to include in your report, and to submit the report request instantly. The Plan Sponsor can also elect to receive an e-mail notification when the report is ready, typically within 24 hours. 80% rating of Satisfied to Highly Satisfied on a 5 point scale.

Reimbursement Amount


$1,000 per quarter with an annual cap of $4,000





EXHIBIT O-PART I

QUESTIONNAIRE FOR DETERMINING THE WITHHOLDING STATUS

INSTRUCTIONS: This questionnaire is to be completed by the County department for services contracts and must be included as part of the contract package. Be sure to answer all of the questions in Sections I and II and to complete the certifications on page 2. Sections III and IV contain supplemental questions to be answered for contractors in certain service categories.

CONTRACTOR NAME: Prudential Retirement Insurance and Annuity Company (PRIAC)

DEPT #: 160100 Alameda County, Office ofThe Treasurer - Tax Collector

TITLE/SERVICE: Alameda County Deferred Compensation Plans Recordkeeping and Administration Contract

DEPT. CONTACT: Karen Poe PHONE: (510)272-6805

I. INFORMATION ABOUT THE CONTRACTOR YES NO

1. Is the contractor a corporation or partnership? (X)

2. Does the contractor have the right per the contract to hire others to do the (X) work agreed to in the contract?

3. If the answer to BOTH questions is YES, provide the employer ID number here: 06-1050034.

No other questions need to be answered. Withholding is not required.

4. If the answer to question 1 is NO and 2 is YES, provide the individual social security number here: No other questions need to be answered. Withholding is not required.

5. If the answer to question 2 is NO, continue to Section .11.

II. RELATIONSHIP OF THE PARTIES YES NO

I. Does the County have the right to control the way in which the work will be done, Le., will the County be able to specify the sequence of steps or the processes to be followed if it chooses to do so?

2. Is the contractor restricted from performing similar services for other businesses while he is working for the County?

3. Will the contractor be working for more than 50% of the time for the County (50% = 20 hrs/wk; 80 hrs/mo)?

4. Is the relationship between the County and the contractor intended to be ongoing?


Master Contract No. TTAXCFY 11/12 Procurement Contract No. TTAXCFY1l/12


III. FOR CONSULTANTS, PROJECT MANAGERS, PROJECT COORDINATORS

1. Is the contractor being hired for a period of time rather than for a specific project?

2. Will payment be based on a wage or salary (as opposed to a commission or lump sum)?

IV. FOR PHYSICIANS, PSYCHIATRISTS, DENTISTS, PSYCHOLOGISTS

1. Will the agreement be with an individual who does not have an outside practice? 2.Will the contractor work more than an average of ten hours per week?

IF THE ANSWER TO 2 IS YES, ANSWER QUESTIONS 3. 3.Will the County provide more than 20% of the contractor's income? ( ) ( )

4. If the answer to either question 1.a, or if required, question l.b is NO, the entire answer is NO.

A "yes" answer to any of the questions in Section II, or, if applicable, Sections III or IV constitutes justification for paying the contractor through the payroll system as an "employee for withholding purposes."

CERTIFICATIONS: I hereby certify that the answers to the above questions accurately reflect the anticipated working relationship for this contract.

~~ MI1 ,e (L---¥--P,'--'--(.=c-"""u"'-r-_Cl2--=- _

Printed Name Printed Name

Date

Approved as to Form

DONNA R. ZIEGLER, County Counsel

BY~ __

Print Name .;\L.<- Ie S'-'/Lr~

DC - Service Agreement - FS - 457 4;

Master Contract No. TTAXCFYl1/12 Procurement Contract No. TTAXCFY III 12


EXHIBIT O-PART II COUNTY OF ALAMEDA

STANDARD SERVICES AGREEMENT

This Agreement, dated as of July 1, 2012, is by and between the County of Alameda, hereinafter referred to as the "County", and, Prudential Retirement Insurance and Annuity Company (PRIAC), hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, County desires to obtain record keeping and administration services for the Alameda County 457(b) plan and 401(a) plan (The Plans) which are more fully described in Exhibit A hereto ("Services"); and

Whereas, Contractor is professionally qualified to provide such services and is willing to provide same to County; and

Now, therefore it is agreed that County does hereby retain Contractor to provide recordkeeping and administration services for the Alameda County 457(b) plan and 401(a) plan (The Plans) and Contractor accepts such engagement, on the General Terms and Conditions hereinafter specified in this Agreement, the Additional Provisions attached hereto, and the following described exhibits, all of which are incorporated into this Agreement by this reference:

Exhibit ADefinition of Services/Specific Requirements &Vendor Minimum Qualifications Exhibit BPayment Terms /Fee Pricing Exhibit Clnsurance Requirements Exhibit DDebarment and Suspension Certification

The term ofthis Agreement shall be from July 1, 2012 through June 30, 2017

The compensation payable to Contractor hereunder shall not exc.?ed 15.0bps (0.15%) for record keeping and administration of The Plans for the term of this Agreement.




IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COUNTY OF ALAMEDA

By:, _

Signature

Name: .=.D.=.o:..:..n...:.W.:..:h..:.:,i.;:.:te=---__

(Printed)

Title: Deferred Compensation Officer

Date: _

Approved as to Form DONNA . ZIEGLER, County Counsel

B -:f) ------ Print Name % ) VI k.", T_$Yv\ 4 h

The Prudential Insurance Company

By:-----tf---""'[l~~~· Signature

Name:_UI1 Fe l T. ,ArL LA f' ~ (Printed)

Title: 5i?CC)~ lAce.. Pres'.-c!P.....f

Date:------'/'--jJ'--'cz...............t :7?~__l ..........By signing above, signatory warrants and

represents that he/she executed this

Agreement in his/her authorized capacity

and that by his/her signature on this

Agreement, he/she or the entity upon behalf I

of which he/she acted, executed this

Agreement. I


Master Contract No. TTAXCFY 11 /12 Procurement Contract No. TTAXCFYII/12


GENERAL TERMS AND CONDITIONS

1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is created by this Agreement; it being understood and agreed that Contractor is an independent contractor. Contractor is not the agent or employee of the County in any capacity whatsoever, and County shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor.

Contractor shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital care, retirement benefits, social security, disability, Workers' Compensation, or unemployment insurance benefits, civil service protection, or employee benefits of any kind.

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor llsed or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold County harmless from any and all liability which County may incur because of Contractor's failure to pay such amounts.

In carrying out the work contemplated herein, Contractor shall comply with all applicable federal and state workers' compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents, and/or employees will be considered as independent contractors and shall not be treated or considered in any way as officers, agents and/or employees of County.

Contractor does, by this Agreement, agree to perform his/her said work and functions at all times in strict accordance with currently approved methods and practices in his/her field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the standards required by the County agency concerned.

Notwithstanding the foregoing, if the County determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding, County may upon two week's notice to Contractor, withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss there from, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively "Liabilities") except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder.


Master Contract No. TTAXCFY II /12 Procurement Contract No. TTAXCFYII/12


In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or California Public Employees' Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for the payment of any employee and/or employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.

In addition to the indemnity provide to County above, to the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement for any claim, loss, damage, liability or expense is attributable to any investment advice or investment advisory services provided to participants by Prudential Service Representatives, subcontractors or agents except to the extent such liability is caused by the sole negligence or willful misconduct of County.

3. INSURANCE AND BOND: Contractor shall at all times during the term ofthe Agreement with the County maintain in force those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein.

4. PREVAILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shall pay to persons performing labor in and about Work provided for in Contract not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is performed, and not less than the general prevailing rate of per diem wages for legal holiday and overtime work in said locality, which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department of Industrial Relations to be the general prevailing rate of per diem wages for each craft or type of workman or mechanic needed to execute this contract.

5. WORKERS' COMPENSATION: Contractor shall provide Workers' Compensation insurance, as applicable, at Contractor's own cost and expense and further, neither the Contractor nor its carrier shall be entitled to recover from County any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement.

6. CONFORMITY WITH LAW AND SAFETY:

a. In performing services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act. Contractor shall indemnify and hold County harmless from any and all liability, fines, penalties and consequences from any of Contractor's failures to comply with such laws, ordinances, codes and regulations.


Master Contract No. TTAXCFYll1l2 Procurement Contract No. TTAXCFYII1l2


b. Accidents: If a death, serious personal injury or substantial property damage occurs in connection with Contractor's performance of this Agreement, Contractor shall immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to County a written report, in such form as may be required by County of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's sub-Contractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of the accident and whether any of County's equipment, tools, material, or staff were involved.

c. Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and to grant to the County the opportunity to review and inspect such evidence, including the scene of the accident.

7. DEBARMENT AND SUSPENSION CERTIFICATION: (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

a. By signing this agreement and Exhibit D, Debarment and Suspension Certification, Contractor/Grantee agrees to comply with applicable federal suspension and debarment regulations, including but not limited to 7 Code of Federal Regulations (CFR) 3016.35,28 CFR 66.35, 29 CFR 97.35, 34 CFR 80.35, 45 CFR 92.35 and Executive Order 12549.

b. By signing this agreement, Contractor certifies to the best of its knowledge and belief, that it and its principals:

(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded by any federal department or agency;

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debarment under federal regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in such tra nsaction.

8. PAYMENT: For services performed in accordance with this Agreement, payment shall be made to Contractor as provided in Exhibit B hereto.

9. TRAVEL EXPENSES: Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement.

10. TAXES: Payment of all applicable federal, state, and local taxes, except for the payment of taxes for participant transactions under the Plan shall be the sole responsibility of the Contractor.


Master Contract No. TTAXCFYl1112 Procurement Contract No. TTAXCFYII112


11. OWNERSHIP OF DOCUMENTS: Contractor acknowledges that all information, proposals, plans, specification, designs, drawings, sketches, renderings, models reports and related documents (including computerized or electronic copies) disclosed by the County to Contractor or incorporation in anyway the County's proprietary rights including copyrights constitute a valuable asset of and are proprietary to the County (collectively, Document and Materials), however, Contractor will retain all rights in any information, proposals, plans, specification, designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) owned or created by Contractor, including but not limited to any copyrights (collectively Prudential Materials). Contractor does not confer to the County any assignment, license, or other transfer of any such rights that Contractor has or may have with respect to Contractor Material even if the Contractor Materials incorporate the County's Documents and Materials.

Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals, plans, specification, designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement, whether prepared by the County, the Contractor, the Contractor's sub-Contractors or third parties at the request of the Contractor (collectively, "Documents and Materials"). This explicitly includes the electronic copies of all above stated documentation.

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractor's Information System, respecting in any way the subject matter of this Agreement.

Contractor shall be permitted to retain copies, including reproducible copies and computerized copies, of said Documents and Materials. Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment. If for any reason said assignment is not effective, Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials. The County's rights under this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractor's services as set forth in Exhibit "A" of this Agreement have been fully performed or paid for.

In Contractor's contracts with other Contractors, Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license rights as to that Contractor's Documents and Materials. Contractor agrees to defend, indemnify and hold the County harmless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors and/or Sub-Contractors.

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials, methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit "A", and shall defend, indemnify and hold the County harmless from any claims for infringement of patent or copyright arising out of such selection. The County's rights under this Paragraph 11 shall not extend to any computer software used to create such Documents and Materials.


Master Contract No. TTAXCFY 11/12 Procurement Contract No. TTAXCFYII/12


12. CONFLICT OF INTEREST; CONFIDENTIALITY: The Contractor covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required under this Agreement. Without limitation, Contractor represents to and agrees with the County that Contractor has no present, and will have no future, conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife, environmental or regulatory agency) which has any interest adverse or potentially adverse to the County, as determined in the reasonable judgment of the Board of Supervisors of the County.

The Contractor agrees that any information, whether proprietary or not, made known to or discovered by it during the performance of or in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person, except to the extent disclosure is required by law. The Contractor agrees to immediately notify the County by notices provided in accordance with Paragraph 13 of this Agreement, if it is requested to disclose any information made known to or discovered by it during the performance of or in connection with this Agreement. These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder.

13. NOTICES: All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows:

Personal delivery: When personally delivered to the recipient, notices are effective on delivery.

First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.

Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL WorldWide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service. Telex or facsimile transmission: When sent by telex .or facsimile to the last telex or facsimile number of the recipient known to the party giving notice, notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient's time) or on a non-business day.

Addresses for purpose of giving notice are as follows:

To County: COUNTY OF ALAMEDA Administration Building Office of The Treasurer and Tax Collector Deferred Compensation Plans 1221 Oak Street, Room 131 Oakland, CA 94612 Attn: Karen Poe, Deferred Compensation Manager


Master Contract No. TTAXCFYII112 Procurement Contract No. TTAXCFYIII12


To Contractor: Prudential Retirement Insurance and Annuity Company 3333 Michelson Drive, Suite 1000 Irvine, Ca, 92612

Attn: Robert Belanger, Vice President, Client Management

New address effective July 23,2012: 5 Park Plaza, Suite 400 Irvine, CA 92614 Attn: Robert Belanger, Vice President, Client Management

Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service.

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement.

14. USE OF COUNTY PROPERTY: Contractor shall not use County property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of his/her obligations under this Agreement.

15. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/she/it will comply with Title VII of the Civil Rights Act of 1964 and that no person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement.

a. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result of this Agreement, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor.

b. Contractor shall, if requested to so do by the County, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor.

c. If requested to do so by the County, Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

d. Contractor shall recruit vigorously and encourage minority - and women-owned businesses to bid its subcontracts.




e. Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act, which is prohibited by law.

f. The Contractor shall include the provisions set forth in paragraphs A through E(above) in each of its subcontracts.

16. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the County's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code § 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any County facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site, the Contractor within five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement

17. AUDITS; ACCESS TO RECORDS: The Contractor shall make available to the County, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the County, and shall furnish to the County, its authorized agents, officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor.

The Contractor shall maintain full and adequate records in accordance with County requirements to show the revenue generated and the expenses incurred by the Contractor in the performance of this Agreement. If such books and records are not kept and maintained by Contractor within the County of Alameda, California, Contractor shall, upon request of the County, make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable, and necessary costs incurred by the County in inspecting Contractor's books and records, including, but not limited to, travel, lodging and subsistence costs. Contractor shall provide such assistance as may be reasonably required in the course of such inspection. The County further reserves the right to examine and reexamine said books, records and data during the three (3) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the County, and the Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed, whichever is later.

18. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement, all Documents and Materials, as defined in Paragraph 11 of this Agreement. Contractor's obligations under the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County), and Contractor shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for three (3) years following the County's last payment to Contractor under this Agreement.


Master Contract No. TTAXCFYIl1l2 Procurement Contract No. TTAXCFY 1l/12


19. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.

20. TERMINATION: The County has and reserves the right to suspend, terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice. In the event that the County should abandon, terminate or suspend the Contractor's work, the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment. Said payment shall be computed in accordance with Exhibit B hereto, provided that the maximum amount payable to Contractor for its recordkeeping and administrative Services shall payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment.

21. SMALL, LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION: Contractor has been certified by the County as a small or emerging local business. As a result, there is no requirement to subcontract with another business in order to satisfy the County's Small and Emerging Locally owned Business provision. If during the term of this contract, Contractor's certification status changes, Contractor shall notify the County within three business days.

Should Contractor's status as a certified small or emerging local business change at any time during the term of this Agreement, Contractor shall negotiate with County to be in compliance with the County's Small and Emerging Local Business provision, including but not limited to:

a. Contractor must subcontract a minimum 20% of the remaining contract value with a certified small or emerging local business(es).

b. SLEB subcontractor(s) is independently owned and operated (Le., is not owned or operated in any way Contractor), nor do any employees of either entity work for the other.

c. As is applicable, Contractor shall ensure that their certification status is maintained in compliance with the SLEB Program for the term of this contract.

d. For any subcontractors retained to comply with this provision, Contractor shall not substitute any such small and/or emerging local business(s) subcontractor without prior written approval from the County. Said requests to substitute shall be submitted in writing to the County department contract representative identified under Item #13 above. Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency, Office of Contract Compliance (OCe). Further approval from the Board of Supervisors may also be required.

e. If subcontractors are added to the contract, all SLEB participation, except for prime contractor, must be tracked and monitored by The Treasurer/Tax Collector's Office. Payments made to SLEB subcontractors must be confirmed as received by The Treasurer/Tax Collector's Office.




Contractor's payments are not processed through the County's ALCOLINK purchase order system. SLEB payments are not processed through the County Elation Compliance System. SLEB payments are tracked and monitored by the Treasurer/Tax Collector's Office

Contractor shall meet the requirements above within 15 business days of the County notifying Contractor that it is no longer in compliance with the program. County will be under no obligation to pay contractor for the percent committed to a SLEB subcontractor if the work is not performed by the listed small and/or emerging local business.

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda County Contract Compliance System contact the County AuditorControllers Office of Contract Compliance (OCC) located at 1221 Oak St., Rm. 249, Oakland, CA 94612 at Tel: (510) 891-5500, Fax: (510) 272-6502 or via E-mail at [email protected].

22. FIRST SOURCE PROGRAM: For contracts over $100,000, Contractor shall provide County ten (10) working days to refer to Contractor, potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the County that Contractor has available during the contract term before advertising to the general public.

23. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.

24. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

25. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between County and Contractor relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both parties.

26. HEADINGS herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.

27. ADVERTISING OR PUBLICITY: Contractor shall not use the name of County, its officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of County in each instance.

28. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended or modified only by the mutual agreement of the parties. No supplement, amendment or




modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties.

29. ASSURANCE OF PERFORMANCE: If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement, County may request from Contractor prompt written assurances of performance and a written plan acceptable to County, to correct the observed deficiencies in Contractor's performance. Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of County's request and shall thereafter diligently commence and fully perform such written plan. Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.

30. SUBCONTRACTING/ASSIGNMENT: Contractor shall not assign any portion ofthis Agreement or any duties or obligations hereunder without the County's written approval. Contractor will obtain the consent of the County prior to subcontracting any of the core recordkeeping services being provided or as to any service specific to the Plan, but consent of the County shall not be required for the delegation of purely ministerial functions to a U.S. affiliate or company, including, but not limited to printing and mailing. Contractor assumes full responsibility for any vendor or subcontractor it retains.

a. Neither party shall, on the basis of this Agreement, contract on behalf of or in the name of the other party. Any agreement that violates this Section shall confer no rights on any party and shall be null and void.

b. Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement, regardless of the terms of any agreement between Contractor and its subcontractors.

31. SURVIVAL: The obligations of this Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the obligations regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph 11), and Conflict of Interest (Paragraph 12), shall survive termination or expiration.

32. SEVERABILITY: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.

33. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("Contractor Products") provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, inde'nnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or 'Jther proprietary right of any third party. County will: (1) notify Contractor promptly of such (Iaim, suit or assertion; (2) permit Contractor to


Master Contract No. TTAXCFYlll12 Procurement Contract No. TTAXCFYll/12


defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County's prior written consent, to any settlement, which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products.

a. If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County, County may defend itself and/or settle such proceeding, and Contractor shall pay to County any and all losses, damages and expenses (including attorney's fees and costs) incurred in relationship with County's defense and/or settlement of such proceeding.

b. In the case of any such claim of infringement, Contractor shall either, at its option, (1) procure for County the right to continue using the Contractor Products; or (2) replace or modify the Contractor Products so that that they become non-infringing, but equivalent in functionality and performance.

c. Notwithstanding this Section 33, County retains the right and ability to defend itself, at its own expense, against any claims that Contractor Products infringe any patent, copyright, or other intellectual property right.

34. OTHER AGENCIES: Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract. The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements. If the Contractor elects to supply other agencies, orders will be placed directly by the agency and payments made directly by the agency.

35. EXTENSION: This agreement may be extended for two additional one year terms by mutual agreement of the County and the Contractor

36. SIGNATORY: By signing this agreement, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]


Master Contract No. TTAXCFY 11112 Procurement Contract No. TTAXCFYII/12


EXHIBIT A DEFINITION OF SERVICES

1. Contractor shall provide Recordkeeping and Administration Services in accordance with the "Specific Requirements and "Deliverables/Reports" sections within County's Request for Proposal No. TIAXC FY 11/12 (RFP) and "Description of Services" section of Contractor's Proposal dated February 27, 2012. Said sections are incorporated herein by reference. The Prudential Retirement Insurance and Annuity Company (PRIAC) responses to Request For Proposal # TIAXC FY 11/12 for Alameda County Deferred Compensation Plans Recordkeeping and Administration including all addendum and clarification requests shall also be considered part of this contract.

In the event of any conflict (direct or indirect) among any of the above-referenced exhibit, the more stringent requirements providing the County with the broader scope of services shall have precedence, such that the scope of work described in the RFP sections and the scope of work described in Contractor's proposal shall both be performed to the greatest extent feasible.

a. SPECIFIC REQUIREMENTS I VENDOR QUALIFICATIONS

1. Vendor Minimum Qualifications

a. Contractor shall be regularly and continuously engaged in the business of providing 457(b)

and 401(a) record keeping and administration, and educational services for at least five

years and handle at least five plans of similar size and demographics as the Alameda

County plans.

b. Contractor shall possess all permits, licenses and professional credentials necessary to

supply product and perform services as specified under this RFP.

c. The Contractor agrees to the following:

That the Company will agree to indemnify, defend, and hold harmless Alameda County,

the Plan, and all officers, employees, and agents against any claims for damages caused by

any breach, act, or omission of the company, its officers, agents, employees, or

subcontractors.

That neither the Company nor its agents shall use information obtained under the plan to

directly solicit participants of the plans with respect to any product of said Company that is

not part of the plans.

That the use of any written or visual communication materials or changes to materials

being used must be pre-approv(~d by the Deferred Compensation Officer or his/her

designated representative.


Master Contract No. TTAXCFY 11112 Procurement Contract No. TTAXCFY11112


That all information pertaining to the plans and its participants is the sole property of

Alameda County and that all information will remain confidential and will not be used or

transmitted to anyone for any purposes whatsoever, except as required to conduct plan

operations.

That any participant complaints not resolved within 30 working days will be brought to the

attention of the Deferred Compensation Officer or his/her designated representative.

Neither Contractor nor subcontractors shall sell to Participants any products not

authorized by the Plan at any County locations. Further, no non-Plan products may be

sold to Participants at other locations when meeting Participants about their Plan

participation.

2. Minimum Requirements

a. With the possible exception of the stable value option and where appropriate to use

co-mingled or separate account vehicles, options in the core plan will be mutual funds

with readily available expense ratios and daily Net Asset Value (NAV) pricing. The

contract shall report NAV prices.

b. The Contractor must accurately and fully disclose all expenses and revenue sharing

arrangements associated with all investment options offered to the County.

c. The Contractor must have a Statement on Auditing Standards (SAS) No. 70 audit, or a

similar audit requirement, conducted at least annually.

d. Payrolls and Sub Plans - the 457(b) plan has four sub plans within the plan and four

separate payroll systems remitting to the plan. The contractor must be able to record

keep these four sub plans within the plan. Contractor must be able to retrieve data by

sub plan as well as allow sub plan "sponsor level" internet access be available only to

each sub plan. Sub-plans should not be able to view the accounts of other sub plans. It

is anticipated that there may be other sub plans created, contractor must be able to

accommodate additional sub plans.

e. Loan Provisions - both the 401(a) and the 457(b) plans have loan provisions.

The Contractor must:

f. Market the 457(b) plan to all eligible employees using field representatives who visit

the various Alameda County departments and work locations on a regular basis.


Master Contract No. TTAXCFYll/12 Procurement Contract No. TTAXCFYIIIl2


g. Provide periodic group meetings and one-on-one financial guidance sessions with

County employees at different locations and all shifts.

h. Prepare (for Alameda County's review and approval) an annual marketing plan that

outlines (in detail) the approach that the Contractor will take in communicating the

program to all eligible employees.

i. Provide quarterly marketing reports and dates/changes in status to the Deferred

Compensation Plan Officer. This report will include current plan participation levels as

well as the status and resolution of any participant issues and developments in the

delivery of 457(b) and 401(a) plan services.

j. Maintain records associated with participant accounts, including (but not limited to)

deferrals, investment performance, administrative costs, salary deferral

authorizations, addresses, beneficiary designations, and any other information

necessary for the proper administration and accounting of participant accounts.

k. Offer an open architecture platform with no proprietary fund requirements.

I. Record keep the existing fund line-up and take instruction from the plan sponsor

regarding fund changes.

m. Provide full fee transparency and disclose all sources of revenue from all plan sources

and agree that all revenue received, above and beyond those contracted for under the

contract, will be returned to the plans to be utilized by the plans in line with regulatory

requirements.

n. Advise participants of the distribution options available under the plan(s).

o. Address and answer all participant questions regarding the plans. Provide participant

with information on the investments within the plans, including objective and

performance.

p. Be able to provide investment guidance to participants.

q. Provide individual account services to Alameda County employees, investment

election, beneficiary changes, transfers, and account balance information.

r. Provide a toll-free telephone number with 24/7 voice response and internet

capabilities.




s. Provide access to a live customer service call center representative to answer

questions and address problems within normal Alameda County working hours.

t. Agree, upon termination of the contract, to fully cooperate with Alameda County

through the date of the termination, and thereafter (as necessary) in an orderly

transfer of administrative responsibilities and records to Alameda County and/or its

designee(s)




EXHIBIT B PAYMENT TERMS

County will pay Contractor on a quarterly basis based, in arrears on assets under management in The Plans.

DESCRIPTION ASSET· BASED FEE

Recordkeeping and Plan

Administration 0.07%

(7 bps)



Services,

Emerge Financial


week) (guidance).

0.035%

(3.5 bps)

Prudential Staff Education

Specialist (up to 20 hours per

week)

0.005%

(0.5 bps)



Services,

Wells Fargo Advisors


week) (guidance).

0.04%

(4 bps)

Total For above listed services 0.15%

(15 bps)

* All revenue above 15 basis points to be returned to the plan.

Stable Value Offering:

Fund Description Fund Management Fee Fund Wrap Fee Revenue Share· Total Fee

Prudential Stable Value 0.20%

( 20 bps) -

0.20%

( 20 bps)

0.22%

(22 bps)

0.62%

(62 bps)

* Revenue Share from stable value fund is flexible allowing the County to increase or decrease the

amount based on plan expense needs.


Master Contract No. TTAXCFY II 112 Procurement Contract No. TTAXCFYII/l2

Exhibit 0 Alameda County Deferred Compensation Plans - Recordkeeping and Administrations: 7-1- 2012

EXHIBITC

COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Without limiting any other obligation or liability under this Agreement, the Contractor, at its sole cost and expense, shall secure and keep in force during the entire term of the Agreement or longer, as may be specified below, the following insurance coverage, limits and endorsements:

A Commercial General Liability Premises Liability; Products and Completed Operations; Contractual Liability; Personal Injury and Advertising Liability

B Commercial or Business Automobile Liability All owned vehicles, hired or leased vehicles, non-owned, borrowed and permissive uses. Personal Automobile Liability is acceptable for individual contractors with no transportation or hauling related activities

C Workers' Compensation (We) and Employers Liability (EL) Required for all contractors with employees

D Professional Liability/Errors & Omissions

Includes endorsements of contractual liability and designed to protect against acts, errors or omissions of the Broker and "Covered Professional Services" as designated in the policy specifically to include work

.under this agreement..

E Financial Institutional Bond

Against loss resulting directly dishonest or fraudulent

act committed by an employee. Considered to be the

first party protection against loss suffered. Applicable

restitution to the Plan and employer will be made for

any related losses experienced by the plan and the

employer.

$1,000,000 per occurrence (CSL) Bodily Injury and Property Damage

$1,000,000 per occurrence (CSL) Any Auto Bodily Injury and Property Damage

WC: Statutory Limits EL: $100,000 per accident for bodily injury or disease

$25,000,000 per claims made


$75,000,0000 per occurrence





F Endorsements and Conditions:

1. ADDITIONAL INSURED: With respect to all insurance required above with the exception of Professional Liability, Personal Automobile Liability, Workers' Compensation and Employers Liability, shall provide an additional insurance endorsement page that names as additional insured: County of Alameda, its Board of Supervisors, the individual members thereof, and all County officers, agents, employees and representatives shall be named as additional insureds.

2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverage(s) written on a claims-made basis shall be maintained during the entire term of the Agreement and until 3 years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement.

3. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available to the Indemnified Parties and Additionallnsured(s). Pursuant to the provisions of this Agreement, insurance effected or procured by the Contractor shall not reduce or limit Contractor's contractual obligation to indemnify and defend the Indemnified Parties.

4. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better, with deductible amounts acceptable to the County. Acceptance of Contractor's insurance by County shall not relieve or decrease the liability of Contractor hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor.

5. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall maintain separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein unless otherwise agreed to by the County. The subcontractor's general liability insurance shall add as additional insureds all parties to this Agreement.

6. JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by anyone of the following methods:

Separate insurance policies issued for each individual entity, with each entity included as a "Named Insured (covered party), or at minimum named as an "Additionallnsured" on the other's policies. Joint insurance program with the association, partnership or other joint business venture included as a "Named Insured.

7. CANCELLATION OF INSURANCE: Prudential shall endeavor to provide thirty (30) days advance written notice to the County of cancellation.

8. CERTIFICATE OF INSURANCE: Before commencing operations under this Agreement, Contractor shall provide Certificate(s) of Insurance, in its standard form, evidencing that all required insurance coverage is in effect. The County reserves the rights to require the Contractor to provide complete, certified copies of all required insurance policies. The require certificate(s) and endorsements must be sent to: - Department/Agency issuing the contract U---~--------

DC -- Service Agreement - FS - 457 65

Master Contract No. TTAXCFY\\112 Procurement Contract No. TTAXCFY\\112


EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

The contractor, under penalty of perjury, certifies, except as noted below, that contractor, its principals, and any named and unnamed subcontractor:

• Is not currently under suspension, debarment, voluntary exclusion, or determination of

ineligibility by any federal agency;

• Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal

agency within the past three years;

• Does not have a proposed debarment pending; and

• Has not been indicted, convicted, or had a civil judgment rendered against it by a court of

competent jurisdiction in any matter involving fraud or official misconduct within the past three

years.

If there are any exceptions to this certification, insert the exceptions in the following space.

Exceptions will not necessarily result in denial of award, but will be considered in determining contractor responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action.

Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Standard Services Agreement. Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification.

TITLE: Seer, 14c/ U:c: ~ e,-e5~cJett\.tPRINCIPAL:-r(~ o:~ SIGNATURE: -l DATE: ).r 2 J (;)",


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