Plan Administrator and Compliance Services for 403(B) and 457 Plans

Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 1701 Prudential Drive FAX: (904)858-4868 Jacksonville, FL 32207 February 7, 2024 Cascade School Supplies EDC3, LLC National Art & School Supplies Inc. Pyramid School Products Quill LLC School Specialty, LLC RE: ITB-015-24/JR Dear Sir/Madam: On Thursday, February 1, 2024, the Superintendent designee of Duval County Public Schools approved the award of bid ITB-015-24/JR – Office Supplies for the General Storeroom. This is your official notification of bid award. This award is for the period of date of award through November 30, 2024. Purchase orders will be issued for these items as needed during the bid period. If you have any questions regarding this bid, please contact James Robinson (904) 858-4837. Thank you for your interest in Duval County Public Schools. Terrence Wright, Director DCPS Purchasing Services Cc: James

Robinst of Schools STANDARD CONTRACT ADDENDUM This Standard Contract Addendum (Addendum) is between The School Board of Duval County, Florida, a body politic and corporate, (District) and TSA CONSULTING GROUP, INC., a Florida corporation (Contractor). The District and Contractor may be referred to in this Addendum singularly as a Party and collectively as the Parties. Recitals, Background and Purpose WHEREAS, the District issued that certain Invitation to Negotiate ITN No. 01-21/TW for Plan Administration and Compliance Services for 403(B) and 457 Plans dated July 7, 2020 (the ITN), and the Contractor submitted its proposal in response to the ITN; WHEREAS, after reviewing the submitted proposals, the District selected Contractor as the responsive proposer capable of performing the requested services and the Contractor agrees to provide the services; WHEREAS, this Addendum is to be attached to, and incorporated by reference, into that certain Agreement dated effective December 1, 2020 between the Parties (Agreement); and, WHEREAS, notwithstanding anything in the Agreement to the contrary, if there is any conflict or contradiction between the provisions of the Agreement and those in this Addendum, this Addendum will control, and Contractor waives any claim to the contrary. NOW, THEREFORE, in consideration of the covenants set forth in this Addendum, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows. 1s Incorporation of Recitals. The parties hereto acknowledge and agree that the recitals set forth above are true and correct and are incorporated herein by this reference. 2. Payment Terms. There is no cost to the District for the services; Contractor's fees are paid pursuant to the provisions of the Agreement. 3. Federal Requirements. Intentionally deleted; not applicable. 4. Representations by Contractor. Contractor represents that: (i) it is duly organized, validly existing and in good standing under the laws of the state of its organization; (ii) it is authorized and in good standing to conduct business in the State of Florida; it has all necessary power and has received all necessary approvals to execute and perform its obligations in the Agreement; and (iv) the individual executing the Agreement and this Addendum on behalf of Contractor is authorized to do so. 5. Travel Expenses. Intentionally deleted; not applicable. 6. Risk of Loss. Intentionally deleted; not applicable. 7. Insurance. District certifies that it is self-insured pursuant to the provisions of 768.28, F.S., for tort liability in anticipation of any claim which it might be liable to pay pursuant to that section. Worker's compensation coverage is also self-insured at levels conforming to statutory requirements. Such liability and workers compensation self-insurance supersedes any insurance obligation imposed on the District in the Agreement. District shall insure that Contractor receives immediate notification of reduction in or cancellation of coverage. Contractor agrees to maintain insurance coverage according to the types and levels of insurance set forth in Exhibit A to this Addendum. 8. Funding Out. Intentionally deleted; not applicable. 9. Confidentiality of Student Records. Intentionally deleted; not applicable. 10. Term; Termination; Renewals. The term of this Agreement shall commence as of the Effective Date and shall expire November 30, 2025. There are five (5) potential annual renewals on the same terms and conditions set forth in the Agreement, which renewal(s) the District may exercise upon written notice to the Contractor. The District reserves the right to terminate the Agreement at any time and for any reason upon giving sixty (60) days notice to the Contractor. If said Agreement should be terminated for convenience as provided herein, the District will be relieved of all obligations under said Agreement. The District be required to pay that amount of the Agreement actually performed to the date of termination. 11. Hold Harmless/Indemnification. Subject to the limitations of 768.28, Florida Statutes, the District agrees to indemnify and hold harmless Contractor from and against any and all claims, suits, actions, damages, or causes of action arising out of the negligent acts of the District arising out of or in connection with the provisions of this Agreement. Contractor agrees to indemnify, hold harmless and defend the District from and against any and all claims, suits, actions, damages, or causes of action arising out of the negligent acts of Contractor arising out of or in connection with the provisions of this Agreement. Except as otherwise provided by Florida Law, neither the execution of this Addendum or the Agreement by the District nor any other conduct, action or inaction of any District representative relating to the Agreement is a waiver of sovereign immunity by the District. 12. Governing Law / Venue / Attorneys Fees. This Addendum and the Agreement shall be construed in accordance with the laws of the State of Florida. Any dispute with respect to this Addendum or the Agreement is subject to the laws of Florida, venue lying exclusively in the jurisdictional court in Duval County. Each party shall be responsible for its own attorneys fees and costs incurred as a result of any action or proceeding under this Addendum or the Agreement. 13. No Third Party Beneficiaries. The parties expressly acknowledge that it is not their intent to create or confer any rights or obligations in or upon any third person or entity under this Addendum or the Agreement. Nothing herein shall be construed as consent by an agency or political subdivision of the State of Florida to be sued by third parties in any matter arising out of any contract. 14. No Waiver. The failure of either party to enforce any provision of the Agreement or this Addendum will not constitute a waiver of future enforcement of that or any other provisions. 15. Employment Eligibility. Pursuant to the provisions of section 448.095, Florida Statutes, the parties agree to the following. For purpose of this section, the term contract includes this Agreement and any contract between the Contractor and any of Contractor's subcontractor(s): (a) Beginning January 1, 2021, the District, the Contractor, and any of Contractor's subcontractor(s) shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees. The District, the Contractor, and any of Contractor's subcontractor(s) may not enter into a contract unless each party to the contract registers with and uses the E-Verify system. (b) 1. If the Contractor enters into a contract with a subcontractor, the subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. 2. The Contractor shall maintain a copy of such affidavit for the duration of the contract. (c) 1. The District, the Contractor, or any of the Contractor's subcontractors who has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09(1), Florida Statutes, shall terminate the contract with the person or entity. 2. If the District has a good faith belief that a subcontractor knowingly violated this subsection, but the Contractor otherwise complied with this subsection, then the District shall promptly notify the Contractor and order the Contractor to immediately terminate the contract with the subcontractor. 3. A contract terminated under subparagraph 1. or subparagraph 2. is not a breach of contract and may not be considered as such. (d) The District, Contractor, or any of Contractor's subcontractor(s) may file an action with a circuit or county court to challenge a termination under paragraph (c) no later than 20 calendar days after the date on which the contract was terminated. (e) If the District terminates the Agreement with Contractor under paragraph (c), the Contractor may not be awarded a public contract for at least 1 year after the date on which the Agreement was terminated. (f) The Contractor is liable for any additional costs incurred by the District as a result of the termination of a contract. 16. Subcontractors. If Contractor is permitted to subcontract any of the work set forth in the Agreement, Contractor shall ensure that each subcontractor complies with all provisions of the Agreement and this Addendum. Contractor will remain liable for the acts and omissions of such subcontractor(s) and the proper performance and delivery of the products and/or services set forth in the Agreement. 17. Entire Agreement. This Agreement represents the entire agreement between the parties, may only be amended by a written agreement signed by both parties, and supersedes all prior or contemporaneous oral or written agreements and understandings with respect to the matters covered by this Agreement. 18. Public Records Laws. This Agreement and this Addendum shall be subject to Florida's Public Records Laws, Chapter 119, Florida Statutes. Contractor understands the broad nature of these laws and agrees to comply with Floridas public records laws and laws relating to records retention. In compliance with section 119.0701, Florida Statutes, Contractor agrees to: a. Keep and maintain public records required by the District in order to perform the service. b. Upon request from the District's custodian of public records, provide the District with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in the Chapter 119, Florida Statues or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the District. d. Upon completion of the Agreement, transfer, at no cost, to the District all public records in possession of Contractor or keep and maintain public records required by the District to perform the service. If Contractor transfers all public records to the District upon completion of the Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of the Agreement, Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the District, upon request of the District's custodian of public records, in a format that is compatible with the information technology systems of the District. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTORS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS (THE DISTRICTS CONTRACT ADMINISTRATOR) AT THE ADDRESS AND PHONE NUMBER BELOW. If the Contractor believes that any portion of any documents, data or other records submitted to the District in connection with this Agreement are exempt from disclosure under Chapter 119, Florida Statutes, the Florida Constitution and related laws (Floridas Public Records Laws), the Contractor must (1) clearly segregate and mark the specific sections of the document, data and records as Confidential, (2) cite the specific Florida Statute or other legal authority for the asserted exemption, and (3) provide the District with a separate redacted copy of the documents, data, or records (the Redacted Copy). The Redacted Copy shall contain the District's contract name and number and shall be clearly titled Redacted Copy. The Contractor should only redact those portions of records that the Contractor claims are specifically exempt from disclosure under Floridas Public Records Laws. If the Contractor claiming an exemption fails to submit a redacted copy of documents, data, or other records it claims is confidential, the District is authorized to produce all documents, data, and other records submitted to the District in answer to a public records request for these records. In the event of a public records or other disclosure request under Floridas Public Records Laws or other authority to which the Contractors documents, data or records are responsive, the District will provide the Redacted Copy to the requestor. If a Requestor asserts a right to any redacted information, the District will notify the Contractor that such an assertion has been made. It is the party claiming the exemptions responsibility to respond to the requestor to assert that the information in questions is exempt from disclosure under applicable law. If the District becomes subject to a demand for discovery or disclosure of the redacted information under legal process, the District shall give the Contractor prompt notice of the demand prior to releasing the redacted information (unless otherwise prohibited by applicable law). The party claiming the exemption shall be responsible for defending its determination that the redacted portions of the information are not subject to disclosure. In the event the Contractor claims an exemption under this Section, it shall protect, defend, and indemnify the District from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses (including but not limited to reasonable attorneys fees and costs) arising from or relating to the assertion that all or any portion of its information is not subject to disclosure. 19. Indemnification for Copyright Infringement. Contractor shall defend, indemnify and hold the District and its successors and assigns harmless from and against all third-party claims, suits and proceedings and any and all damages, liabilities, costs and expenses (including reasonable attorneys fees and court costs) incurred as a result of (i) infringement by Contractor of any third-party patent, copyright or trademark or (ii) misappropriation by Contractor of any third- party trade secret in connection with any of the foregoing. 20. Intellectual Property Rights Use. Contractor represents that it has all intellectual property rights necessary to enter into and perform its obligations in the Agreement. Contractor indemnify and hold harmless the District from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, service marked, trademarked, patented or unpatented invention, process, article or work manufactured or used in the performance of the Agreement, including its use by the District. If Contractor uses any design, device, materials or works covered by letters, service mark, trademark, patent, copyright or any other intellectual property right, it is mutually agreed and understood without exception that the proposal prices will include all royalties or costs arising from the use of such design, device or materials in any way involved in the work. 21. Notices; Agency Administrator. Every notice, approval, consent or other communication authorized or required by this Agreement shall not be effective unless same shall be in writing and sent via hand delivery or overnight delivery (with a receipt), directed to the other party at its address provided below or such other address as either party may designate by notice from time to time in accordance herewith: If to Contractor: As set forth in the Agreement If to District: With copy to: The School Board of Duval County, Florida Office of General Counsel 1701 Prudential Drive c/o 1701 Prudential Drive, Room 340 Jacksonville, Florida 32207 Jacksonville, FL 32207 Attention Superintendent: Dr. Diana Greene Phone: (904) 390-2032 Notwithstanding the foregoing, the parties agree that all communications relating to the day-to- day activities shall be exchanged between the respective representatives of the District and the Contractor, which representatives shall be designated by the parties in writing promptly upon commencement of the Services. Once so designated, each party's representative shall coordinate communications and processes as needed for the purposes of conducting the services set forth in the Agreement, as well as the process for routine or administrative communications. The parties shall also reasonably cooperate as to the development (including content and format) of the invoicing and any reports to be provided by Contractor as part of the services. For purposes of the District's representative for the day-to-day activities, the District's Administrator shall be: Duval County Public Schools Attn: Stanley Jurewicz, Executive Director 1701 Prudential Drive Jacksonville, FL 32207 Phone: (904) 390-2309 22. Non-Discrimination. Contractor represents and warrants to the District that Contractor does not and not engage in discriminatory practices and that there shall be no discrimination in connection with Contractor's performance under the Agreement on account of a person's actual or perceived identity with regard to race, color, religion, gender or gender identity/expression, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, pregnancy, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her actual or perceived identity with regard to race, color, religion, gender or gender identity/expression, age, marital status, disabili sexual orientation, political or religious beliefs, national or ethnic origin, pregnancy, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics, be denied the benefits of, or be subjected to discrimination, or be denied access and services, under any provision of the Agreement. 23. Severability. If any clause or provision of the Agreement or this Addendum is illegal, invalid or unenforceable under present or future laws effective during the term hereof, then the remainder of the Agreement or Addendum shall not be affected thereby; and in lieu of each clause or provision of the Agreement or Addendum which is illegal, invalid or unenforceable, there shall be added, as part of the Agreement or Addendum, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and as may be legal, valid and enforceable. 24. Assignment. Neither the Agreement or Addendum, nor any portion thereof may be assigned by Contractor, in whole or in part, without the prior written consent of the District. 25. Survivorship. Those provisions which by their nature are intended to survive the expiration, cancellation or termination of the Agreement or Addendum, including, by way of example only, the Indemnification and Confidentiality provisions, shall survive the expiration, cancellation or termination of the Agreement and this Addendum. 26. No Gifts or Contingent Fees. It is the policy of the District to not accept gifts, gratuities, or favors of any kind or of any value whatsoever from vendors, members of the staff, or families. Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure the Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual for firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of the Agreement. Contractor further warrants that it, nor any of its directors, employees, officers or agents, nor any of Contractor's respective subsidiaries or affiliates, has taken, is currently taking or will take any action in furtherance of an offer, payment, promise, gifts or anything else of value, directly or indirectly, to anyone to improperly influence or otherwise secure any improper advantage in procuring business in relation to the Agreement and/or this Addendum. For the breach or violation ions, the District shall have the right to terminate the Agreement without liability and/or, at its discretion, to deduct from the price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 27. Disclosure of Employment of Former District Employees. Pursuant to District Policy all bidders, proposers, consultants, and contractors are required to disclose the names of any of their officers, directors, agents, or employees who serve as agents or principals for the bidder, proposer or contractor, and who within the last two (2) years, have been or are employees of the District. And all bidders, proposers, consultants, and contractors are required to disclose the name of any District employee who owns, directly or indirectly, any interest in the Contractor's business. Such disclosures will be in accordance with current District policies, but will include, at a minimum, the name of the former District employee, a list of the positions the employee held in the last two (2) years of his or her employment with the District, and the dates the employee held those positions. By its signature of the Agreement, Contractor certifies to the District that there are no names to disclose to the District pursuant to this section. 28. Jessica Lunsford Act. The parties do anticipate that Contractor will have any contact with students as part of the Agreement. If Contractor has any contact with students as part of this Agreement, then all persons must submit a background check, in a manner prescribed by the District (including compliance with sections 1012.315 and 1012.467, Florida Statutes). 29. Publicity. Contractor shall not use the District's name, logo or other likeness in any public event, press release, marketing materials or other pu announcement without receiving the District's prior written approval. Contractor shall not host or stage events at District locations without receiving prior approval by the District contract administrator. 30. Facsimile and Scanned Signatures. This Addendum may be signed via counterpart and facsimile or scanned signatures, the counterparts and facsimiles of which, when taken together, shall be deemed to constitute an entire and original Addendum. IN WITNESS WHEREOF, the undersigned have executed this Addendum as noted below. TSA CONSULTING GROUP, INC. [Signatures follow on next page] [Signature page to Standard Contract Addendum between The School Board of Duval County, Florida, and TSA Consulting Group, Inc., Dated Effective September 16, 2020] Sit tens a Superintendent of Schools and Ex-Officio Secretary to the Board Form Approved: By: Office of General Counsel THE SCHOOL BOARD OF DUVAL COUNTY; FLORIDA | P 1 [GK oo Approved by Board on November 9, 2020 EXHIBIT A Insurance Requirements A. REQUIRED INSURANCE. Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall (and shall also require of any of its subcontractors), at their sole expense, procure, maintain and keep in force the amounts and types of insurance conforming to the minimum requirements set forth herein. Except as may be otherwise expressly specified in this Exhibit, the insurance shall commence at or prior to the execution of the Agreement by the District and shall be maintained in force throughout the term of the Agreement. dl. Workers Compensation/Employers Liability. The Workers Compensation and Employers Liability insurance provided by the Contractor shall conform to the requirements set forth herein. a. The Contractors insurance shall cover the Contractor (and to the extent its Subcontractors and Sub-subcontractors are not otherwise insured, its Subcontractors and Sub-subcontractors) for those sources of liability which would be covered by the latest edition of the standard Workers Compensation policy, as filed for use in the State of Florida (herein, the State) by the National Council on Compensation Insurance (NCCI), without any restrictive endorsements other than the Florida Employers Liability Coverage Endorsement (NCCI Form WC 09 03), those which are required by the State, or any restrictive NCCI endorsements which, under an NCCI filing, must be attached to the policy (i.e., mandatory endorsements). In addition to coverage for the Florida Workers Compensation Act, where appropriate, coverage is to be included for the Federal Employers Liability Act and any other applicable federal or state law. b. The policy must be endorsed to waive the insurers right to subrogate against the District, and its members, officials, officers and employees in the manner which would result from the attachment of the NCCI Waiver of Our Right to Recover from Others Endorsement (Advisory Form WC 00 03 13) with the District, and its members, officials, officers and employees scheduled thereon. Cc. Subject to the restrictions of coverage found in the standard Workers Compensation policy, there shall be no maximum limit on the amount of coverage for liability imposed by the Florida Workers Compensation Act or any other coverage customarily insured under Part One of the standard Workers Compensation policy. The amount of coverage for those coverages customarily insured under Part Two of the standard Workers Compensation policy (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 Each Accident $1,000,000 Disease - Each Employee $1,000,000 Disease - Policy Limit d. The Contractor may be relieved of providing Workers Compensation coverage provided an exemption form is submitted from the State Division of Workers Compensation stating the Contractor is exempt from the insurance requirement under F.S. 440. 2. Commercial General Liability. The Commercial General Liability insurance provided by the Contractor shall conform to the requirements hereinafter set forth: a. The Contractor's insurance shall cover those sources of liability which would be covered by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State by the Insurance Services Office (ISO) without any restrictive endorsements other than those which are required by the State, or those which, under an ISO filing, must be attached to the policy (i.e., mandatory endorsements) and those described below which would apply to the Services contemplated under the Agreement. (1) The coverage may not include restrictive endorsements which exclude coverage for liability arising out of: Sexual molestation, Sexual abuse or Sexual misconduct. (2) The coverage may include restrictive endorsements which exclude coverage for liability arising out of: Mold, fungus, or bacteria Terrorism Silica, asbestos or lead. b. The limits to be maintained by the Contractor (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence lon The Contractor shall include the District and the District's members, Is, officers and employees as additional insureds on the Commercial General Liability coverage. The coverage afforded such additional insureds shall be no more restrictive than that which would be afforded by adding the District and the District's members, officials, officers and employees as additional insureds on the latest edition of the Additional Insured Owners, Lessees or Contractors - Scheduled Person or Organization endorsement (ISO Form CG 20 10) filed for use in the State by the Insurance Services Office. d. Except with respect to coverage for property damage liability, or as otherwise specifically authorized in the Agreement, the general liability coverage shall apply on a first dollar basis without application of any deductible or self-insured retention. The coverage for property damage liability shall be subject to a maximum deductible of $1,500 per occurrence. The Contractor shall pay on behalf of the District or the District's member, official, officer or employee any such deductible or self-insured retention applicable to a claim against the District or the District's member, official, officer or employee for which the District or the District's member, official, officer or employee is insured as an additional insured. 3. Business Auto Liability. The automobile liability insurance provided by the Contractor shall conform to the requirements hereinafter set forth: a. The Contractors insurance shall cover the Contractor for those sources of liability which would be covered by Section II of the latest occurrence edition of the 10 standard Business Auto Coverage Form (ISO Form CA 00 01) as filed for use in the State by ISO without any restrictive endorsements other than those which are required by the State, or those which, under an ISO filing, must be attached to the policy (i.e., mandatory endorsements). Coverage shall include all owned, non-owned and hired autos used in connection with the Agreement. b. The District and the Districts members, officials, officers and employees shall be included as additional insureds in a manner no more restrictive than that which would be afforded by designating the District and the District's members, officials, officers and employees as additional insureds on the latest edition of the ISO Designated Insured (ISO Form CA 20 48) endorsement. CG The limits to be maintained by the Contractor (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 Each Occurrence - Bodily Injury and Property Damage Combined 4. Professional Liability. The professional liability insurance provided by the Contractor shall conform to the requirements hereinafter set forth: a. The professional liability insurance shall be on a form acceptable to the District and shall apply to those claims which arise out of Services performed by or on behalf of the Contractor pursuant to the Agreement which are first reported to the Contractor within four years after the expiration or termination of the Agreement. b. If the insurance maintained by the Contractor also applies to services other than Services under the Agreement, the limits of insurance maintained by the Contractor shall not be less than $1,000,000 per claim/annual aggregate. If the insurance maintained by the Contractor applies exclusively to the Services under the Agreement, the limits of insurance maintained by the Contractor shall not be less than $1,000,000 per claim/annual aggregate. Cs Except as otherwise specifically authorized in the Agreement, the insurance may be subject to a deductible not to exceed $15,000 per claim. d. The Contractor shall maintain the professional liability insurance until the end of the term of the Agreement. Through the use of an extended discovery period or otherwise, the insurance shall apply to those claims which arise out of professional services, prior to the expiration or termination of the Agreement which are reported to the Contractor or the insurer within four years after the expiration or termination of the Agreement. B. EVIDENCE OF INSURANCE. Except as may be otherwise expressly specified in this Exhibit, the insurance shall commence at or prior to the execution of the Agreement by the District and shall be maintained in force throughout the term of the Agreement. The Contractor shall provide evidence of such insurance in the following manner: 1. As evidence of compliance with the required Workers Compensation and Employer's Liability, Commercial General Lia ity, and Professional Liability, the Contractor shall furnish the District with a fully completed satisfactory Certificate of Insurance such as a standard ACORD Certificate of Liability Insurance (ACORD Form 25) or 11 other evidence satisfactory to the District, signed by an authorized representative of the insurer(s) providing the coverage. The Certificate of Insurance, or other evidence, shall verify that Workers Compensation/Employers Liability contains a waiver of subrogation in favor of the District and identify the Agreement, provide that the District shall be given no less than thirty (30) days written notice prior to cancellation. 2; As evidence of the required Additional Insured status for the District on the Commercial General Liability insurance, the Contractor shall furnish the District with: a. A fully completed satisfactory Certificate of Insurance, and a copy of the actual additional insured endorsement as issued on the policy, signed by an authorized representative of the insurer(s) verifying inclusion of the District and the District's members, officials, officers and employees as Additional Insureds in the Commercial General Liability coverage. b. An original copy of the policy (or policies). 3. Until such time as the insurance is no longer required to be maintained by the Contractor as set forth in the Agreement, the Contractor shall provide the District with renewal or replacement evidence of the insurance in the manner heretofore described no less than thirty (30) days before the expiration or termination of the insurance for which previous evidence of insurance has been provided. 4. Notwithstanding the prior submission of a Certificate of Insurance, copy of endorsement, or other evidence initially acceptable to the District, if requested by District, the Contractor shall, within thirty (30) days after receipt of a written request from the District, provide the District with a certified copy or certified copies of the policy or policies providing the coverage required by this Section. The Contractor may redact or omit those provisions of the policy or policies which are not relevant to the insurance required under the Agreement. C. INSURERS QUALIFICATIONS/REQUIREMENTS: 1. Insurers providing the insurance required by the Agreement for the Contractor must either be: a. Authorized by a subsisting certificate of authority issued by the State to transact insurance in the State, or b. An eligible surplus lines insurer under State Statutes. (Except with respect to coverage for the liability imposed by the Florida Workers Compensation Act). 2. In addition, each such insurer shall have and maintain throughout the period for which coverage is required, a Bests Rating of A- or better and a Financial Size Category of V' or better according to A. M. Best Company. 3: If, during the period when an insurer is providing the insurance required by the Agreement, an insurer shall fail to comply with the foregoing minimum requirements, as soon as the Contractor has knowledge of any such failure; the Contractor shall immediately notify the District and immediately replace the insurance provided by the insurer with an insurer meeting these requirements. Until the Contractor has replaced the unacceptable insurer with an insurer acceptable to the District, the Contractor shall be in default of the Agreement. 12 D. Primary and Non-Contributory. The insurance provided by the Contractor pursuant to the Agreement shall apply on a primary basis to, and shall not require contribution from, any other insurance or self-insurance maintained by the District or the District's member, official, officer or employee. E. Additional Remedy. Compliance with the insurance requirements of the Agreement shall not limit the liability of the, Contractor or its Subcontractors or Sub-subcontractors, employees or agents to the District or others. Any remedy provided to the District or the District's members, officials, officers or employees by the insurance shall be in addition to and not in lieu of any other remedy available under the Agreement or otherwise. Fy District Approval: Neither approval by the District nor failure to disapprove the insurance furnished by the Contractor shall relieve the Contractor of the Contractor's full responsibility to provide the insurance as required by the Agreement. 13 Retirement Plan Compliance and Administration Services Agreement The following constitutes a binding Agreement, effective as of December 1, 2020 between TSA Consulting Group, Inc., (TSACG) a Florida Corporation, (hereinafter referred to as Administrator) whose principal place of business is 28 Ferry Road S.E., Ft. Walton Beach, Florida 32548 and The School Board of Duval County, Florida, 1701 Prudential Drive, Jacksonville, FL 32207, hereinafter referred to as Employer. RECITALS: WHEREAS, the Employer is either a public educational institution or an organization exempted from federal taxation under Section 501(c) (3) of the Internal Revenue Code (the IRC); WHEREAS, the Employer wishes to retain the services of Administrator to provide retirement plan consulting, compliance and administration services to the Employer for the Employers voluntary retirement programs under Sections 403(b) and/or 457(b) of the Internal Revenue Code (403(b)/457(b)) and Administrator is willing to provide such services. WHEREAS, the Administrator agrees that, commencing with the effective date of this Agreement, it will provide the Services as further described in this Agreement SECTION 1. APPOINTMENT OF ADMINISTRATOR AND RESPONSIBILITES OF THE EMPLOYER 1.01 Appointment: As of the Effective Date of the Agreement, Employer hereby appoints TSACG as its Administrator for the Employers voluntary retirement program(s) under Sections 403(b) and/or 457(b) of the IRC. 1.02 Acknowledgements: Employer acknowledges that TSACG has not been delegated and does not possess any discretionary authority or discretionary control with respect to the Plan and/or the Services provided under this Agreement that would cause TSACG to be considered a fiduciary of the Plan(s). 1.03 Necessary Information: Employer agrees that it will render to Administrator all reasonable assistance and information necessary to accomplish services set forth in the Agreements. The Employer shall provide all information including, yet not limited to, items set forth in this Agreement. Transmission of all information from the Employer to Administrator shall be performed on a timely basis relative to services provided and service dates set forth in this Agreement. 1.04 Data: Employer agrees to provide all available data necessary to complete the services provided by Administrator as outlined in the Agreements. Such data shall include, yet not be limited to, existing Plan Documents, Employer policies and procedures regarding all qualified plans offered by the Employer, participating vendor information, employee data pertinent to Maximum Allowable Contribution (MAC) calculations to the extent possible for current and prior years service, and all additional information deemed necessary to complete the scope of work as defined by the Agreement. Data required shall be supplied electronically by the Employer in a format mutually agreed upon by both parties to the Agreement. 1.05 Notice Distribution: Employer agrees to distribute all Administrator provided employee materials, whether electronic or printed, on a timely basis using their preferred and/or most appropriate distribution method for all employees. 1.06 Remittance: Remittance Services will be made available to the Employer free of charge via Administrators proprietary remitting system. The Administrator is not responsible for monitoring contribution limits with respect to individuals who participate in both the Employer Plan(s) and another 403(b) plan sponsored by an Page 1 of 9 unrelated employer during the same calendar year. Additionally, any other retirement plans that are required to be aggregated for contribution limit monitoring for which TSACG is not the Administrator will not be taken into account. 1.07 Employer Authorization to Administrator to Access Plan Information from Investment Provider: The Employer shall require all providers of investment products and services to the retirement plans to cooperate with Administrator by providing any information needed to complete the terms of this Agreement. 1.08 Cooperation: The Employer shall instruct staff to cooperate fully with Administrator regarding the compliance review and in obtaining all necessary information for Administrator to complete the duties described in this Agreement. The Employer realizes that any delay in providing data and information to Administrator may impede completion of services as described in this Agreement. 1.09 Other Efforts: Employer agrees to make all other appropriate, commonly accepted efforts necessary to develop and maintain compliance with existing or amended Internal Revenue Codes regarding the retirement plans offered by the Employer and administered by the Administrator. SECTION 2. ADMINISTRATOR RESPONSIBILITES Standard services offered by the Administrator in accordance with the Agreement, known collectively as The Compliance Edge Services, include the following: 2.01 Plan Documents: Administrator will provide appropriate Plan Documents to the Employer for review and approval. These documents shall govern the Plan(s). 2.02 Meaningful Notice: Administrator will assist the Employer in developing employee communications material including specific information on eligibility and enrollment procedures. These communications shall be developed and should be distributed by the Employer to all employees at least once each calendar year. 2.03 Forms and Procedures: Administrator will develop standardized administrative forms for use by the Employer and participants for the purposes of enrollment and asset transactions under the Plan(s). 2.04 Participant Records: Administrator will establish and maintain a record for each participant reflecting the date, amount, and type of each transaction in the participants account based on information provided to Administrator from the Employer, employees, and product providers. Records maintained by Administrator shall include all information necessary to comply with applicable regulations, rulings and procedures established by the Internal Revenue Service for the plan types indicated herein. The Employer will determine eligibility requirements for employees and Administrator shall be entitled to rely on the Employers eligibility determinations. 2.05 Participant Inquiries: Administrator will provide adequate access to participants regarding their records and transactions recorded by Administrator. Access shall include, at a minimum, customer service representatives during normal business hours to assist participants with information and transactions under the Plan(s). 2.06 Aggregation of Data: Administrator will assist the Employer with the development and execution of agreements between the Employer and each investment product provider under the Plan(s) regarding the sharing and aggregation of participant data necessary to facilitate recordkeeping and administration duties for the Plan(s). Administrator will exercise its best efforts to cooperate with each provider that maintains participant accounts under the Plan(s) that are subject to the recordkeeping requirements of applicable Internal Revenue Service regulations, rulings, and procedures. 2.07 Employer Reports: Administrator shall provide an annual review and audit of the previous years contributions for all employees. Administrator shall notify the Employer of all non-compliant contributions and provide the Page 2 of 9 necessary data to facilitate notification to employees affected and completion of correction procedures as required by current Revenue Procedures. Administrator will prepare other Plan reports as necessary. 2.08 Maximum Allowable Contribution (MAC) calculations will be maintained for all employees eligible to participate in the Employers authorized 403(b) and/or 457(b) plans. These calculations shall include limits applicable to 403(b) and/or 457(b) plans under applicable Sections of the Internal Revenue Code. Such calculations shall be performed in accordance with accepted standards and subject to the prevailing Internal Revenue Codes and Regulations at that time. MACs will be based on information obtained from the Employer and/or the employee and any statement or guarantee of accuracy by Administrator will be contingent on the data and accuracy of the information delivered by the Employer and/or the employee. 2.09 Transaction Processing: Administrator will administer the Plan with respect to processing participant requests for loans, distributions, transfers, qualified domestic relations orders, and rollovers, including interactions with other investment providers necessary to administer the Plan subject to the terms and conditions included in the Plan Administration Agreement. 2.10 Remittance Services: Electronic remittance services will be available to the Employer via the Administrators proprietary remittance system. 2.11 Web Pages: Administrator will prepare and maintain web pages specific to the Employers retirement Plans. 2.12 Administrative Support: Administrator shall provide ongoing administrative support to the Employer, including, but not limited to, the development of appropriate policies and/or procedures regarding all employee retirement programs. Such administrative support includes research and development of any new programs that may be beneficial to the Employer and its employees. 2.13 IRS Audit Assistance: Administrator expressly agrees to cooperate with and offer assistance to the Employer in the event of any audit of the 403(b) and/or 457(b) plans by the IRS. SECTION 3: IRS Compliance Guarantee TSACG (Administrator) guarantees retirement plan compliance with regulations and guidelines issued by the Internal Revenue Service (IRS) for all clients that are subject to IRS audit for a calendar year in which the client has a Retirement Plan Compliance and Administrative Services Agreement continually in effect with Administrator from January 1 through December 31 of the year/years under audit. In the event that the IRS determines, on audit, that there is a compliance failure with respect to the clients Plan, and the client incurs financial loss due to that determination, Administrator will reimburse the client for the tax penalty and interest assessed by the IRS in connection with that compliance failure, or will refund the client 100% of the administrative fees collected by Administrator for that calendar year, whichever is less. This guarantee is contingent on the following items being true: 1. Administrator is appointed to represent the client (at no additional charge) during the audit. (IRS Form 2848 Power of Attorney and Declaration of Representative) 2. The compliance failure is not related to inaccurate communications or data provided to Administrator for which the client was/is responsible. 3. The client has continually acted in cooperation with the operational directives offered by Administrator relative to the Plan audited. 4. This IRS Compliance Guarantee is effective for contracts dated on or after October |, 2019. Page 3 of 9 SECTION 4: FEES 4.01 Remuneration: Employer agrees that Administrator shall be remunerated for such consulting, compliance and administration services also known as The Compliance Edge, by the authorized Investment Providers participating in the Plan(s), at the stated rate and methods shown in the Plan Administration Agreement and Fee Schedule attached and herein incorporated by reference. SECTION 5: GENERAL PROVISIONS 5.01 Term, Amendment and Other Matters: This Agreement shall remain in effect for a period of sixty (60) months, and may be renewed at the end of each contract year by mutual agreement of both parties for five (5) additional one-year periods. This Agreement shall remain in effect until otherwise terminated as described in this Section 5.01. The Employer may terminate this Agreement for convenience by giving 60 calendar days written notice to TSACG in accordance with the Agreement. Notwithstanding the foregoing, this Agreement shall be terminated immediately upon the occurrence of any material breach by either party not cured within 30 calendar days after notice to the other. Upon receipt of notice of termination by the Employer pursuant to this Agreement, the Administrator shall make all reasonable efforts to transfer Plan information to the Employer or such third party as the Employer may designate as of the effective date of the termination. Upon transfer, the Administrator shall cease to be responsible for any Services under the Agreement. An extension of time for providing Services beyond the 60 calendar days written notice period described above shall be permitted only by the mutual written agreement of the Administrator and the Employer and the Administrator reserves the right to charge the Employer a reasonable fee for such extended period of Services. This Agreement may be amended by mutual agreement of the parties. 5.02 Notices: Notices or other communications given pursuant to this agreement shall be hand delivered, mailed by first class mail service, addressed as follows, or as changed by notice: a) To Administrator: TSA Consulting Group, Inc. Attn: Contracts 28 Ferry Road SE Fort Walton Beach, FL 32548 b) To Employer: See the Standard Contract Addendum 5.03 Entire Agreement: Supplements and Amendments. This agreement generally constitutes the entire agreement between the parties, merging all prior presentations, discussions and negotiations. It may be modified by additional letter or other written agreements executed by each party contemporaneously with this agreement, which may modify its provisions or meanings. It may be further supplemented, but not modified, by Administrator from time to time with written procedures that provide a description of the ordinary processes for the parties to fulfill their obligations hereunder, which shall not exclude extraordinary processing in appropriate situations that produces comparable results. Finally, this agreement may be amended at any time, but only by written agreement signed by all parties hereto. 5.04 Assignment: Some or all of the rights and duties of Administrator hereunder may be assigned to an affiliate, or to any successor through merger, reorganization, or sale of assets. Some duties of Administrator may be performed by others under subcontract, without the release of Administrator for responsibility for such services. Otherwise, no party may assign this agreement nor any rights or duties hereunder without the prior written consent of the other party. 5.05 Governing Law: Except to the extent governed by federal law, this agreement shall be governed by and constructed according to the laws of the state where Employers principal office resides. Page 4 of 9 5.06 Confidential Information: The Administrator agrees to hold as secret and confidential all information provided to it by, or through its relationship with the Employer, including data, reports, plans, participant lists, documents, writings, business operations and business systems, and other proprietary material (Confidential Information). Non-public information that is personally identifiable to a consumer (referenced in the Gramm-Leach-Bliley Act of 1999 as Non-public Personal Information or NPI), shall be treated by the Administrator as Confidential Information whether it is received directly from the Employer, its assignee or an Investment Provider. Confidential Information from Investment Providers will be treated by the Administrator as perishable. The Administrator will only retain current date information for each Investment Provider. Confidential Information shall remain the property of the party from or through which it was provided. The Administrator shall use Confidential Information for the limited purposes necessary to execute its obligations under this Agreement. The Administrator shall use the same degree of care to protect the Confidential Information as it uses to safeguard its own confidential information and shall implement and maintain procedural, physical and electronic safeguards to prevent the compromise or unauthorized disclosure of Confidential Information. The Administrator shall not make or allow to be made copies of or otherwise reproduce the Confidential Information provided to it or any part thereof, except as reasonably required in connection with the fulfillment of its obligations under this Agreement absent specific prior written consent of the Employer. Confidential Information shall not include information that becomes available to the public through no wrongful action of the Administrator, is already in the possession of the Administrator and not subject to an existing agreement of confidentiality between the parties, is received from a third party without restriction and without breach of this Agreement, is independently developed by the Administrator, or is disclosed pursuant to a requirement or request from a government agency. This Agreement shall in no way be construed to grant any right, license, or authorization to any party to use Confidential Information except as permitted in this Agreement. The Administrator shall restrict access to Confidential Information to those employees and persons in the Administrators organization with a need to know such Confidential Information in order to perform its obligations under this Agreement. Such employees and persons shall be under the same obligations to hold secret and confidential such Confidential Information. The Employer acknowledges and agrees that individuals authorized by the Administrator to provide customer support as described in this Agreement shall have access to participant and Investment Provider information and shall be deemed, for purposes of this paragraph, to have a need to know such Confidential Information. To the extent the Administrator retains a third party or affiliate to assist it in performing its duties as otherwise permitted under this Agreement, it shall similarly protect and restrict the use of Confidential Information by such third party or affiliate. Upon the termination of this Agreement, Administrator shall return to the Employer or its designee all of the Confidential Information as of a current date, received in the course of the Administrator performing the Services, in such form as is reasonably requested by the Employer. The obligations of the Administrator hereunder shall survive the termination of this Agreement. In the event that the Administrator or its representatives is required by legal process, law or regulation to disclose any portion of the Confidential Information provided to it, the Administrator shall provide the Employer with prompt written notice of such requirement as far in advance of the proposed disclosure as possible so that the Employer (at its own expense) may either seek a protective order or other appropriate remedy which is necessary to protect its interests or waive compliance with the non-disclosure provisions of this Agreement to the extent necessary (provided that one or the other be done). The Administrator and its representatives shall cooperate in all reasonable respects with the Employer in seeking to prevent or limit disclosure and, in the event a protective order or other remedy is not obtained, the Administrator will limit the disclosure to the information actually required to be disclosed, provided, that the Administrator shall not be required to incur any out-of-pocket costs in complying with this paragraph. The Employer acknowledges that the Administrator may, from time to time, disclose Confidential Information to the Employer, the Employers representatives, the Employers assignee(s), and/or the Investment Providers for the purpose of meeting its obligations under this Agreement and such disclosure shall not be considered a breach of this provision or the Page 5 of 9 Agreement. All data is, will be, and will remain the property of the Employer and will be deemed Confidential Information of the Employer. 5.07 Circumstances Excusing Performance: Neither the Employer nor the Administrator shall be liable to the other for any delays or damages or any failure to act due to, occasioned, or caused by reason of restrictions imposed by any government or government agency, acts of God, strikes, labor disputes, action of the elements, or causes beyond the control of the parties affected thereby. In addition, the Administrator shall not be liable to the Employer for any delays or damages or any failure to act due to, occasioned, or caused by the failure of any Investment Provider to cooperate with the Administrator in the providing of Services under the Agreement. 5.08 Use of Plan Information: The Employer expressly authorizes the Administrator to use Plan information provided by the Employer, its assignees, and/or Investment Providers, and any employee or agents of any of the foregoing as required to meet its obligations under this Agreement. Any other use is expressly prohibited absent advanced written consent from the Employer. Without limiting the representations provided above, the Administrator will not allow the use, dissemination, transmission, access, manipulation, duplication or disclosure of the Plan information by the Administrator, subsidiaries or parent company for any purpose other than to provide the Services hereunder. 5.09 Independent Consultant: Administrator shall act as an independent consultant and/or administrator and not as an agent or employee of the Employer and Administrator shall make no representation as an agent or employee of the Employer. Administrator shall furnish evidence of business liability and errors and omissions insurance in such limits of liability and written by an insurance company licensed in the state of Florida and acceptable to the Employer. Administrator shall be responsible for all taxes as an independent consultant and/or administrator. Administrator shall have no authority to bind the Employer or incur other obligations on behalf of the Employer. 5.10 Conflicts: Administrator warrants that it is under no obligation to any other entity that in any way conflicts with this Agreement and that it is free to enter into this Agreement. 5.11 Dispute Resolution: The following provisions apply to disputes, claims or lawsuits which may arise under this Agreement. a. Venue: the parties agree that any lawsuit arising out of or in connection with this Agreement shall be brought in the United States District Court for the District in which the Employer maintains its principal place of business. In the event the United States District Court fails, declines or lacks jurisdiction to hear the case, the lawsuit shall be filed in the highest trial court of general jurisdiction in the county where the Employer maintains its principal offices or its place of business. Continuity of Services: In the event of a dispute between the Employer and the Administrator, the Administrator will continue to perform its obligations under this Agreement in good faith during the resolution of such dispute unless and until this Agreement is terminated in accordance with the provisions of this Agreement or as otherwise provided herein. 5.12 Indemnification and Hold Harmless: Administrator agrees that it will indemnify and hold harmless the Employer, individual members of the Employer, its representatives and employees, from any claim, demand or suit which may arise from, be connected with, or be made due to the negligence or failure to satisfy the requirements of this Agreement. This indemnification shall include all related costs, including but not limited to, attorneys fees, consultant fees, fees for other professional service providers, as well as court costs, fines, penalties or other similar charges against the Employer. Notwithstanding the preceding, this indemnification shall not cover any claim or demand based on erroneous information provided by the Employer, its employees or other representatives. 5.13 Modifications: This Agreement may be modified or amended upon a duly authorized signed amendment signed by the parties. Page 6 of 9 5.14 Execution: This Agreement may be executed in any number of counterparts, each of which, including any reliable copies or facsimiles thereof, will be deemed to be an original and all of which together shall be deemed to be one and the same instrument. 5.15 Survival: If any provision of this agreement shall be held or declared to be illegal, invalid or unenforceable, such illegal, invalid or unenforceable provisions shall not affect any other provision of this Agreement, and the remainder of this Agreement shall continue in full force and effect as though such provisions had not been contained in this Agreement. If the scope of any provision in this agreement is found to be too broad to permit enforcement of such provision to its fullest extent, the parties consent to judicial modification of such provision and enforcement to the maximum extent permitted by law. We, the undersigned as duly authorized representatives, agree to all the terms and conditions stated above, and by our signatures, place this Agreement into full force and effect as of the date first above-written. TSA CONSULTING GROUP, INC. By: Gime WtLemsa? NameAanet Williamson Title: Senior VP, Chief Financial Officer Federal Tax Identification Number: 59-3451677 THE SCHOOL BOARD OF DUVAL me i FLORIDA mA / ne, Superintendent of Schools and Ex-Officio Secretary to the Board / Warren A. ne} hairman Form Approved: By: Office of General Counsel Approved by Board on November 9, 2020 Federal Tax Identification Number: 59-6000589 Page 7 of 9 PLAN ADMINISTRATION AGREEMENT and FEE SCHEDULE This Administrative Agreement (hereinafter Agreement) is executed this Ist day of December 2020 by TSA Consulting Group, Inc. (Administrator) and The School Board of Duval County, Florida (Employer). WHEREAS, Employer has established a XX] 403(b) Plan and/or a JX] 457(b) Plan and is authorized to appoint service providers; and WHEREAS, Employer desires to appoint Administrator as the administrator of the Plan(s) established and indicated herein; and WHEREAS, Administrator is authorized to accept the appointment as Administrator and desires to provide such services subject to the terms and conditions set forth herein; Employer hereby agrees that Administrator, in remuneration for administrative and recordkeeping services for the Plan(s) shall be entitled to collect the following fees from each authorized investment product provider under the plan: INVESTMENT PRODUCT PROVIDER FEES: Recordkeeping (Per Participant Account) $24.00 per year billed monthly The Billing Effective Date will be the billing cycle that is at least 30 days following the execution date of the Plan Administration Fee Schedule. Required Provider Fees: Employer further agrees and stipulates that each authorized investment product provider is required to pay the fees described herein directly to Administrator unless otherwise modified by the Employer upon notice to the investment product provider. Each authorized provider must agree to the fee schedule set forth herein as a condition of participation under the Plan(s). Method of Payment: Investment Product Providers shall remit the fees described herein in a timely manner and according to a reasonable method of remittance as determined by Administrator. Basis for Invoicing Provider Fees: Administrator shall bill each Investment Product Provider monthly according to the number of participants that maintain one or more accounts under the Plan. The actual number of participant accounts will be determined according to the participant data files generated by the Provider as required under the Investment Provider Service Agreement between the Employer and the Provider. Provider Discretion Investment Product Pricing: The Employer intends to maintain a high quality array of investment products and providers under the Plan for the benefit of participants. Employer recognizes and agrees that Providers have sole discretion regarding the pricing of their investment products and the generation of revenue models sufficient to offset expenses related to participation in the Employer Plan. Employer Reports: Administrator shall be responsible for submitting reports to the Employer regarding fees assessed to and collected from Investment Product Providers. Administrator shall not attempt to collect any fees from Investment Product Providers other than those expressed in this fee schedule. IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their authorized representatives. ADMINISTRATOR: TSA CONSULTING GROUP. INC. Title: Senior VP. Chief Financial Officer Execution Date: October 16, 2020 [signatures continued on next page] Page 8 of 9 [Signature Page to Plan Administration Agreement and Fee Schedule between The School Board of Duval County, Florida, and TSA Consulting Group, Inc., Dated Effective December 1, 2020] PLAN SPONSOR: THE SCHOOL BOARD OF DUVAL COUNTY,FLORIDA = // i a -> / : wD Rel ese Warren A. Jones, Chaifman == = Dr.Diana Greene} Superintendent of Schools and Ex-Officio Secretary to the Board Form Approved: wy MeAwnsV blescolere Office of General Counsel Approved by Board on November 9, 2020 Page 9 of 9 November 9, 2020, Regular Board Meeting Title 9. PLAN ADMINISTRATION AND COMPLIANCE SERVICES FOR 403(B) AND 457 PLANS Recommendation 1. That the Duval County School Board approve the contract for Plan Administration and Compliance Services for 403(b) and 457 Plans to TSA Consulting Group Inc. from effective date of contract to the expiration date of contract through November 30, 2025. 2. That the Duval County School Board authorize the Chairman, or the Vice Chairman, and the Superintendent to execute the contract contingent upon form approval by the Office of General Counsel. 3. That the Duval County School Board delegate authority to the Superintendent or her designee to renew contract for subsequent years provided the terms and conditions are essentially the same and favorable to the school district. There are five (5) potential one-year renewals. Description The Intent to Negotiate (ITN) was published for selecting a firm to provide 403(b) and 457 Plan Administration Services for the District. All proposals received were uniformly evaluated by a Committee consisting of District Administrative staff. This ITN was coordinated through the Purchasing Services Department. (ITN No. 01-21/TW) Gap Analysis TSA Consulting Group, Inc. (TSACG) will provide assistance in maintaining compliance with rules and regulations established by the Internal Revenue Code (IRC) in reference to 403(b) and 457 plans maintained by the District. The Internal Revenue Services issues and amends regulations regarding contribution limits, administrative requirements, tax reporting responsibilities and eligibility requirements. TSACG will provide a variety of administrative services to ensure DCPS maintains its compliance status. Other responsibilities include maintaining the Plan Documents for both 403(b) and 457 programs recording all contributions and distributions, providing educational materials and assisting the district in the event of audit. Previous Outcomes Previous contract expired September 30, 2020 and was extended until November 30, 2020. New contract was awarded to existing plan administrator. Expected Outcomes Continuous plan administration and compliance services for 403(b) and 457 plans. Strategic Plan Goal Develop & Retain High performing Team Members Financial Impact There is no financial impact to the District. Contact Victoria Schultz, Assistant Superintendent, Human Resource Services, 904-390-2936 Stanley Jurewicz, Executive Director, Risk Management, 904-390-2309 Attachments 1. TSA Consulting Group Agreement 2. Standard Contract Addendum - TSA Consulting 7 ir / | Wt) ZILINA SY { *| WAY Purchasing Department 1701 Prudential Drive Jacksonville, FL 32207 PH (904) 858-4848 FAX (904) 858-4868 August 25, 2020 PLAN ADMINISTRATION AND COMPLIANCE SERVICES FOR 403(B) AND 457 PLANS ITN NO. 01-21/TW RECOMMENDATION FOR AWARD DATE DUE: August 6, 2020 Pursuant to the responses received and the subsequent interviews, it is the recommendation of the district to enter into contract negotiations with: TSA Consulting Grou Any actual or prospective bidder, proposer or contractor who is aggrieved in connection with the intended award of a contract may file a protest and shall deliver its written notice of protest to Assistant Superintendent, Operations, or designee (hereinafter Hearing Officer) immediately, but no later than two (2) working days after recommendation of award, if not to the apparent low bidder, which will initiate the 48-hour notice requirement. The written protest with documentation shall be delivered to the Hearing Officer no later than 2 p.m. on the 4" calendar day immediately following the notice of intent to award recommendation as is appropriate. If that day is a School Board non-workday, the protest shall be delivered no later than 9 a.m. the next Duval County School Board (DCSB) work day. Protests shall be presented with specificity, and every issue shall be fully documented. ZSiOKY 12 43S 02 INVITATION TO NEGOTIATE (ITN) ITN NO. 01-21/TW Plan Administration and Compliance Services for 403 (B) and 457 Plans DUVAL COUNTY PUBLIC SCHOOLS BASIS FOR THE SELECTION OF THE VENDOR: TSA Consulting Group provided detailed information which indicated that they clearly understood the scope of the services as outlined in the ITN. Responses to the Committees questions during the interview provided assurance that the actual outcome would meet the School Boards expected outcome. Page 1 of 6 ITN No. 01-21/TW, Plan Administration and Compliance Services for 403 (B) and 457 Plans INVITATION TO NEGOTIATE (ITN) ITN NO. 01-21/TW Plan Administration and Compliance Services for 403 (B) and 457 Plans Anticipated Schedule: ITN Release Date: July 7, 2020 Response Due Date: August 6, 2020 by 4:00pm EST Submit Response To: Submit via e-mail to Terrence Wright: wrightt@duvalschools.org Finalist Interviews: August 19, 2020 Location and Time to be Determined Board Award: October, 2020 eile re http://www.duvalschools.org/dcps Page 2 of 6 ITN No. 01-21/TW, Plan Administration and Compliance Services for 403 (B) and 457 Plans 1701 Prudential Drive Jacksonville, Florida 32207 Duval County Public Schools ITN: Plan Administration and Compliance Services for 403 (B) and 457 Plans ITN No. 01-21/TW 1.1 Introduction Duval County Public Schools (DCPS or the District) is the nation's 20th largest school district. DCPS currently employs approximately 12,496 fulltime and part-time personnel. During the 2019 school year, the District had more than 120,000 enrolled K-12 students. The District has 172 facilities. Duval County Public Schools, Florida, currently maintains the following plans: 401(a) Social Security Alternative Plan for part-time and temporary employees, 401(a) and 403(b) Special Pay Plans allowing for the conversion of accumulated leave to employer contributions on behalf of participants at retirement, a Voluntary 403(b)/403(b)(7) Plan with multiple authorized product provider organizations, and a Voluntary 457(b) Plan with multiple authorized product provider organizations. It is estimated that approximately 3,500 employees currently participate in a 403(b) and/or the 457 Plan. Eligibility for these programs is defined as any regularly scheduled employee without regard for any minimum hourly service requirement. The Population of Focus: This ITN is for a multiple-year agreement to provide comprehensive plan administration and compliance services for certain retirement plans sponsored by DCPS including 403(b)/403(b)(7) and 457(b) plans. The Human Resource Services Employee Benefits Office of the District is seeking a provider whose services will encompass necessary policies and procedures required in guidelines established by all applicable sections of the Internal Revenue Code as it relates to these plans. Each firms response shall describe fully how they propose to accomplish the Scope of Services as defined in this ITN (see Section 2.0). If any services, functions or responsibilities not specifically described in this ITN are necessary for the proper performance and provision of services to the District, then they shall be deemed to be implied by and included within the scope of the services to the same extent and in the same manner as if specifically described herein. 2.0 Scope of Services The Retirement Plan Administration and Compliance Program shall: 1. Include one or more primary contact personnel that are experienced in the area of retirement plan administration and compliance services with adequate background and experience to support their duties relative to the program. Page 3 of 6 ITN No. 01-21/TW, Plan Administration and Compliance Services for 403 (B) and 457 Plans 2. Assist the District in maintaining compliance with the rules and regulations established by the Internal Revenue Code and pertaining to all retirement plans maintained by the District or for which the District is eligible. 3. Assist the District in correcting any operational deficiencies or failures existing in prior years as allowed by Internal Revenue programs or procedures. 4. Provide ongoing verification of all Maximum Allowable Contribution (MAC) calculations for participants beginning in the 2020 tax year. 5. Provide ongoing educational materials concerning supplemental retirement programs available through the District for the benefit of all eligible employees. Materials shall include comprehensive employee handbooks sufficient in number for all eligible employees and video presentations sufficient in number for each work location within the district. These materials shall be updated each year for the duration of the Contract. 6. Maintain the Plan Documents for both the 403(b) and 457(b) programs and process and record all 403(b) and 457(b) Plan distribution transactions including but not limited to participant requests for exchanges, rollovers, loans, normal withdrawals, hardship withdrawals, qualified domestic relations orders, etc. 7. Provide educational information for the benefit of all employees and assistance to the District concerning the Florida Retirement System, including the Deferred Retirement Option Program (DROP) and benefits available from the Social Security Administration. 8. Evaluate and recommend appropriate policies and procedures to the District for retirement plan administration in accordance with guidelines as set forth by code or ruling by the Internal Revenue Service. 9. Offer assistance to the District in the event of audit, including but not limited to, reproduction of all requested administration and compliance information for all years under Contract, employee communications concerning requests for additional information and on-site work with regard to preparation and disclosure of compliance evidence. 10. Offer any additional information to the District, which is deemed necessary to comply with current or future IRS guidelines. 11. Provide services with reasonable promptness with respect to geographical location, hours of operation and access to qualified full-time staff. Access shall include a minimum of two (2) on-site visits each year to include meetings with DCPS staff responsible for the daily activities regarding the plans and general employee groups eligible and/or participating in the plans. 12. Assist the District in the processing of all contributions including the ability to receive and forward payments on behalf of participants to vendor companies. Page 4 of 6 ITN No. 01-21/TW, Plan Administration and Compliance Services for 403 (B) and 457 Plans 13. Assist the District and participants in all aspects of remittance processing including reconciliation and correction of errors in contributions and/or refunds from vendor companies. 3.0 Guidelines for Response In order to maintain comparability and facilitate the review process, it is requested that submittals be organized in the manner specified below. Include all information requested herein in your submittal. Submittals not containing all required information will be rejected as nonresponsive. Respondents are encouraged to use tab separations to assist in facilitating the evaluation process. 1. Cover Page: Include ITN number, subject, the name of the respondent, address, telephone number and the date. 2. Table of Contents: Include a clear identification of the material by section and by page number. 3. Letter of Transmittal: Include the names of the persons who will be authorized to make representations for the respondent, their titles, addresses (including email address) and telephone numbers. 4. Proposal: Include the necessary documentation to support each response, using letters or numbers for identification. Proposal to include the following: a. An explanation of your firms ability to complete the scope of services in 2.0 above. b. A detailed answer along with supporting documentation requested in the questionnaire in 8.0 below. 5. Cost Proposal: Include cost for services required. 3.1 Selection Criteria: 1. Ability to perform the scope of services in 2.0 above. 2. Ability to perform administrative services 3. Regulatory history 4. Information system reporting capabilities 5. Reporting capabilities 6. Communication and education 7. Implementation process 8. Cost of proposed services Page 5 of 6 ITN No. 01-21/TW, Plan Administration and Compliance Services for 403 (B) and 457 Plans 4.0 Process: All proposals received by the deadline will be reviewed. Interviews and negotiations with the finalists are scheduled for August 19, 2020 (but subject to change). It is DCPS sole discretion to determine the number of finalists to be interviewed. It is anticipated that upon the success of negotiations, an agreement will be reached to provide plan administration and compliance services for 403(b) and 457 plans. 5.0 General Terms and Conditions: 1. The District may, at its sole and absolute discretion, reject any and all, or parts of any and all Proposals; re- advertise this ITN; postpone or cancel, at any time, this ITN process; or waive any irregularities in this ITN, or in the Proposals received as a result of this ITN. The District also reserves the right to request clarification of information from any Proposer. 2. All expenses involved with the preparation and submission of Proposals to the District or any work performed in connection therewith, shall be borne by the Proposer. No Payment will be made for any responses received, any other effort required of or made, or expenses incurred by the Proposer. 3. The contract terms and conditions stipulated in this ITN are those desired by the District and preference will be given to those Proposals in full or substantial compliance therewith. However, after allowance for any deviations, all Proposals will be considered. Proposers are cautioned that restrictive deviations from the desired program must be clearly stated in the Proposal response. 6.0 Questionnaire Instructions to complete questionnaire A. Formatting and Enumeration- Questions should be typed in bold and answers should be normal font. B. Responses to questions and requests for information- responses should be clear and concise. There must be an answer to all questions and information requests or a reason why there is no answer to a specific question or information request. A respondent will not be contacted to query as to why question or information requested was not answered. Respondents may provide additional information as part of their proposals that, in the respondents opinion, might serve to provide a clearer understanding of their services and capabilities. C. Exhibit section- each respondent should prepare an exhibit section, which may be in a separate binder, to include all the requested samples and other relevant materials that are part of the proposal. The exhibit section should have its own table of contents then a marked tab for each exhibit or set of exhibits. Page 6 of 6 ITN No. 01-21/TW, Plan Administration and Compliance Services for 403 (B) and 457 Plans Administrative Services 1. Describe how your organization analyzes, authorizes and manages withdrawals, loans, eligibility for distribution, exchanges and transfers, flow of funds to specific vendor products, maximum contribution limits and suspension. Regulatory 2. Describe any litigation, past or pending, against your organization or employee(s) resulting from your current or past direct or indirect involvement with any deferred compensation, defined contribution or public / private pension plans in the past five years. 3. How do you ensure your recordkeeping services are in compliance with all pertinent law and regulations? Information System Reporting Capabilities 4. Describe the computer systems used to collect, assimilate and integrate the data of the program from various plan vendors. Provide your organizations experience in consolidating various proprietary file formats and what would be required of DCPS in the process. 5. How will your organization facilitate information sharing capabilities between DCPS and various DCPS approved plan vendors? Describe the information management system you use to warehouse, archive and disseminate information while administering 403(b) compliance. Reporting 6. Describe your standard, customized and ad hoc reporting capabilities. Are there additional costs associated with custom reporting? Communication and Education 7. Briefly describe your background and experience in providing product neutral communication and education programs. Provide examples of communications and educational programs available. Implementation 8. Explain your implementation process and provide a sample implementation schedule with the start date of October 1, 2020. Cost 9. How are your fees established? 10. Are you paid any commissions or any other payments of any kind from the vendors?