Third Party Administrator Services for 403(b) Retirement Savings Plan

1 Greenville County Schools Procurement Department 2 Space Dr., Taylors, SC 29687-6072 Request for Proposals (RFP) Description: Third Party Administrator Services for 403(b) Retirement Savings Plan Solicitation No: 324-86-4-25 Issue Date: March 14, 2024 Proposal Due by: April 25, 2024 at 10:00 A.M. EDT ***Solicitation Number and Opening Date must be shown on sealed envelope*** The award, this solicitation, any amendments, and any related notices will be posted on our website - https://www.greenville.k12.sc.us/Departments/main.asp?titleid=solicitations Must Be Signed to be Valid Authorized Signature Printed Name/Title Date Company Name State Vendor No. (If Known) Mailing Address Social Security or Federal Tax No. City State Zip Phone Number Fax Number Email Address Buyer Signature and Date (District Use Only) Purchase Order Number (District Use Only) Are you a

Minority Owned Vendor? ☐Yes or ☐ No SC Certified Minority? ☐Yes or ☐No ACKNOWLEDGEMENT OF ADDENDUMS: Acknowledge receipt of amendments by initialing below (if applicable). Addendum No. Addendum No. Addendum No. Addendum No. Addendum No. Addendum No. Addendum No. 1 2 3 4 5 6 7 Initial Initial Initial Initial Initial Initial Initial https://www.greenville.k12.sc.us/Departments/main.asp?titleid=solicitations 2 SOLICITATION TABLE OF CONTENTS SECTION I – SCOPE OF SOLICITATION SECTION II - A. GENERAL INSTRUCTIONS TO OFFERORS B. SPECIAL INSTRUCTIONS TO OFFERORS SECTION III - SCOPE OF WORK/SPECIFICATIONS SECTION IV - INFORMATION FOR OFFERORS TO SUBMIT SECTION V - AW ARD CRITERIA SECTION VI - TERMS AND CONDITIONS SECTION VII - BIDDING SCHEDULE I. SCOPE OF SOLICITATION The School District of Greenville County (District) invites interested firms to submit a SEALED PROPOSAL to provide Third Party Administrator (TPA) services to maintain the District’s compliance with 403(b) plan regulations in accordance with the specifications contained in this solicitation. The TPA is 100% responsible for the administrative and compliance responsibilities. The Request for Proposal solicitation method shall be used to select multiple firms that meets the requirements of the solicitation. This solicitation does not commit the District to award a contract, to pay any costs incurred in the preparation of the response to this solicitation or to procure any goods or services. PERIOD OF PERFORMANCE An award resulting from this solicitation will be for one (1) year from the date of award with the option to extend for one (1) year annually, with a potential of five (5) years in total, if agreed to by GCS and the successful proposers. The award and period of performance is valid annually and shall not exceed five (5) years in total. The contract may be awarded annually if agreed to by both parties. Solicitation Schedule Issue Date March 14, 2024 Inquiry Deadline March 28, 2024 at 10:00 A.M. EDT Proposals Due/Public Opening April 25, 2024 at 10:00 A.M. EDT INQUIRIES Questions or comments regarding this solicitation document or the process shall be forwarded, in writing, to Ms. Tonya A. Stroud, Senior Buyer, and Mr. Matt Pettit, Director of Procurement, 2 Space Drive, Taylors, South Carolina 29687. Email addresses are: tstroud@greenville.k12.sc.us and mjpettit@greenville.k12.sc.us. Inquiries and comments shall be delivered to the Procurement Department no later than March 28, 2024 at 10:00 A.M. EDT. Verbal questions/comments shall not be addressed at any time. After the Inquiry Deadline, the District will issue an addendum to address any questions or changes. Any addenda will be posted on the Procurement Department website. Questions and comments received after the Inquiry Deadline will not be addressed. NOTE: No other District personnel or representative of the District shall be contacted regarding this solicitation or the evaluation process. Vendors that attempt to contact other District personnel or representatives or obtain information in any way other than the authorized method, which is in writing to the Procurement Officer, may have that firm’s bid rejected. II. INSTRUCTIONS TO OFFERORS A. GENERAL INSTRUCTIONS TO OFFERORS DEFINITIONS - Except as otherwise provided herein, the following definitions are applicable to all parts of the solicitation: AMENDMENT means a document issued to supplement the original solicitation document. BOARD means the Greenville County School Board of Trustees mailto:tstroud@greenville.k12.sc.us mailto:mjpettit@greenville.k12.sc.us 3 BUYER means the Procurement Officer or Procurement Department representative. CHANGE ORDER means any written alteration in specifications, delivery point, rate of delivery, period of performance, price, quantity, or other provisions of any contract accomplished by mutual agreement of the parties to the contract. CONTRACT See clause entitled Contract Documents & Order of Precedence. CONTRACT MODIFICATION means a written order signed by the Procurement Officer, directing the contractor to make changes which the changes clause of the contract authorizes the Procurement Officer to order without the consent of the contractor. CONTRACTOR means the Offeror receiving an award as a result of this solicitation. COVER PAGE means the top page of the original solicitation on which the solicitation is identified by number. Offerors are cautioned that Amendments may modify information provided on the Cover Page. OFFER means the bid or proposal submitted in response this solicitation. The terms Bid and Proposal are used interchangeably with the term Offer. OFFEROR means the single legal entity submitting the offer. The term Bidder is used interchangeably with the term Offeror. See bidding provisions entitled Signing Your Offer and Bid/Proposal As Offer To Contract. PROCUREMENT OFFICER means the person, or his successor, identified as such on the Cover Page. RESPONSIBLE Bidder means a person who has the capability in all respects to perform fully the contract requirements, and the integrity and reliability, which will assure good faith performance, which may be substantiated by past performance RESPONSIVE Bidder means a person who has submitted a bid or offer, which conforms in all material aspects to the invitation for bids or request for proposals. SOLICITATION means this document, including all its parts, attachments, and any Amendments. SUBCONTRACTOR means any person having a contract to perform work or render service to Contractor as a part of the Contractor's agreement arising from this solicitation. WORK means all labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations under the Contract YOU and YOUR means Offeror. AMENDMENTS TO SOLICITATION: (a) The Solicitation may be amended at any time prior to opening. All actual and prospective Offerors (b) shall acknowledge receipt of any amendment to this solicitation (1) by signing and returning the amendment, (2) by letter, or (3) by submitting a bid that indicates in some way that the bidder received the amendment. (c) If this solicitation is amended, then all terms and conditions which are not modified remain unchanged. AWARD NOTIFICATION: Notice regarding the District's intent to award a contract will be posted on the District Procurement Website – https://www.greenville.k12.sc.us/Departments/main.asp?titleid=solicitations. If the contract resulting from this Solicitation has a total or potential value in excess of fifty thousand dollars, such notice will be sent to all Offerors responding to the Solicitation and any award will be effective the day such notice is given. Should the contract resulting from this Solicitation have a total or potential value of one hundred thousand dollars or more, such notice will be sent to all Offerors responding to the Solicitation and any award will not be effective until the sixteenth day after such notice is given, once the protest period has ended. BID/ PROPOSAL AS OFFER TO CONTRACT: By submitting Your Bid or Proposal, You are offering to enter into a contract with Greenville County Schools. Without further action by either party, a binding contract shall result upon final award. Any award issued will be issued to, and the contract will be formed with, the entity identified as the Offeror on the Cover Page. An Offer may be submitted by only one legal entity; "joint bids" are not allowed. BID ACCEPTANCE PERIOD: In order to withdraw Your Offer after the minimum period specified on the Cover Page, You must notify the Procurement Officer in writing. BID IN ENGLISH & DOLLARS: Offers submitted in response to this solicitation shall be in the English language and in US dollars, unless otherwise permitted by the Solicitation. CERTIFICATION REGARDING DEBARMENT AND OTHER RESPONSIBILITY MATTERS: By submitting an Offer, Offeror certifies, to the best of its knowledge and belief, that- (1) Offeror and/or any of its Principals- a) Are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any state or federal agency; b) Have not, within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes https://www.greenville.k12.sc.us/Departments/main.asp?titleid=solicitations 4 relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; and c) Are not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(l)(i)(B) of this provision. d) Offeror has not, within a three-year period preceding this offer, had one or more contracts terminated for default by any public (Federal, state, or local) entity. (2) "Principals," for the purposes of this certification, means officers; directors; owners; partners; and, persons having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment, and similar positions). a) Offeror shall provide immediate written notice to the Procurement Officer if, at any time prior to contract award, Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. b) If Offeror is unable to certify the representations stated in paragraphs (a)(1), Offer must submit a written explanation regarding its inability to make the certification. The certification will be considered in connection with a review of the Offeror's responsibility. Failure of the Offeror to furnish additional information as requested by the Procurement Officer may render the Offeror non­responsive. c) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly or in bad faith rendered an erroneous certification, in addition to other remedies available to the State, the Procurement Officer may terminate the contract resulting from this solicitation for default. CODE OF LAWS AVAILABLE: The South Carolina Code of Laws, including the Consolidated Procurement Code, is available at http://www.scstatehouse.net/code/statmast.htm . The South Carolina Regulations are available at: http://www.scstatehouse.net/coderegs/statmast.htm . COMPLETION OF FORMS / CORRECTION OF ERRORS: All prices and notations should be printed in ink or typewritten. Errors should be crossed out, corrections entered and initialed by the person signing the bid. Do not modify the solicitation document itself (including bid schedule). DEADLINE FOR SUBMISSION OF OFFER: Any offer received after the Procurement Officer or his/her designee has declared that the time set for opening has arrived, shall be rejected, unless the offer has been delivered to the designated procurement office or the District's mail room, where confirmation can be authenticated by a third party method, prior to bid opening DISTRICT CLOSINGS: If an emergency or unanticipated event interrupts normal District processes so that offers cannot be received at the Procurement Office designated for receipt of bids by the exact time specified in the solicitation, the time specified for receipt of offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which the District processes resume. In lieu of an automatic extension, an Amendment may be issued to reschedule bid opening. If District offices are closed at the time a pre-bid or pre-proposal conference is scheduled, an Amendment will be issued to reschedule the conference. DISTRICT REGULATIONS: The bidder(s) and his representatives shall follow all applicable regulations while on District property, including the NO SMOKING, no weapons, and drug-free policies. No work shall interfere with school activities or environments unless an authorized employee for that location gives permission. All representatives of winning bidder must display identification tags (picture ID) at all times while on school grounds. DRUG FREE WORK PLACE CERTIFICATION: By submitting an Offer, Contractor certifies that, if awarded a contract, Contractor will comply with all applicable provisions of The Drug-free Workplace Act, Title 44, and Chapter 107 of the South Carolina Code of Laws, as amended. The successful Vendor shall not permit its personnel, representative or any subcontractor or other personnel to possess upon District property or within any vehicle transporting students and staff, any alcoholic beverages, illicit/non-prescribed drugs, tobacco products or weapons. Alcoholic beverages, illicit/non-prescribed drugs, tobacco products and weapons are not allowed on District property at any time. Any vendor related actions involving or the possession of, any of http://www.scstatehouse.net/code/statmast.htm http://www.scstatehouse.net/coderegs/statmast.htm 5 the aforementioned items while on District property may cause a cancellation of any award/agreement, at no cost to the District. Criminal charges may apply. Personnel who appear to be under the influence of any substance shall not be allowed to transport or come into contact with students or enter or remain on District property. DUTY TO INQUIRE: Offeror, by submitting an Offer, represents that it has read and understands the Solicitation and that its Offer is made in compliance with the Solicitation. Offerors are expected to examine the Solicitation thoroughly and should request an explanation of any ambiguities, discrepancies, errors, omissions, or conflicting statements in the Solicitation. Failure to do so will be at the Offeror's risk. Offeror assumes responsibility for any patent ambiguity in the Solicitation that Offeror does not bring to the District's attention. ETHICS CERTIFICATE: By submitting an offer, the offeror certifies that the offeror has and will comply with, and has not, and will not, induce a person to violate Title 8, Chapter 13 of the South Carolina Code of Laws, as amended (ethics act). The following statutes require special attention: Section 8-13-700, regarding use of official position for financial gain; Section 8-13- 705, regarding gifts to influence action of public official; Section 8-13-720, regarding offering money for advice or assistance of public official; Sections 8-13-755 and 8-13-760, regarding restrictions on employment by former public official; Section 8-13- 775, prohibiting public official with economic interests from acting on contracts; Section 8-13-790, regarding recovery of kickbacks; Section 8-13-1150, regarding statements to be filed by consultants; and Section 8-13-1342, regarding restrictions on contributions by contractor to candidate who participated in awarding of contract. The District may rescind any contract and recover all amounts expended as a result of any action taken in violation of this provision. If contractor participates, directly or indirectly, in the evaluation or award of public contracts, including without limitation, change orders or task orders regarding a public contract, contractor shall, if required by law to file such a statement, provide the statement required by Section 8-13-1150 to the procurement officer at the same time the law requires the statement to be filed. PROCUREMENT AUTHORITY: (a) All authority regarding the conduct of this procurement is vested solely with the responsible Procurement Officer. Unless specifically delegated in writing, the Procurement Officer is the only government official authorized to bind the government with regard to this procurement. (b) Purchasing Liability. The Procurement Officer is an employee of Greenville County Schools acting on behalf of the District pursuant to their Procurement Code. Any contracts awarded as a result of this procurement are between the Contractor and Greenville County Schools. PROCUREMENT CODE AVAILABLE: The Greenville County Schools Procurement Code, is available at https://www.greenville.k12.sc.us/Departments/main.asp?titleid=procure. PROTESTS: (a) Solicitation - Any prospective bidder, offeror, contractor, or subcontractor who is aggrieved in connection with the solicitation of a contract shall protest within fifteen (15) days of the date of issuance of the applicable solicitation document at issue. (b) Intent to Award - Any actual bidder, offeror, contractor, or subcontractor who is aggrieved in connection with the intended award or award of a contract shall protest within fifteen (15) days of the date notification of award is posted in accordance with this code. A protest shall be in writing, submitted to the Director of Procurement, and shall set forth the grounds of the protest and the relief requested with enough particularity to give notice of the issues to be decided. PROTEST- ADDRESS: Any protest must be submitted in writing by mail or email to the Director of Procurement, Matt Pettit, 2 Space Dr., Taylors, SC 29687, or to mjpettit@greenville.k12.sc.us. PUBLIC OPENING: Offers will be publicly opened at the date / time and at the location identified on the Cover Page, or last Amendment, whichever is applicable. QUESTIONS FROM OFFERORS: (a) Any prospective offerer desiring an explanation or interpretation of the solicitation, drawings, specifications, etc., must request it in writing, either by mail or electronic communication (e-mail). Questions must be received by the Procurement Officer no later than the date and time indicated in the Solicitation Schedule of the submission date stated in the Scope of Solicitation. Label any communication regarding your questions with the name of the Procurement Officer, and the solicitation's title and number. Oral explanations or instructions will not be binding. Any information given a prospective offeror concerning a solicitation will be furnished promptly to all other prospective offerors as an Amendment to the solicitation, if that information is necessary for submitting offers or if the lack of it would be prejudicial to other prospective offerors. (b) The District seeks to permit maximum practicable competition. Offerors are urged to advise the Procurement Officer - as soon as possible - regarding any aspect of this procurement, including any aspect of the Solicitation, which unnecessarily or inappropriately limits full and open competition. REJECTION/CANCELLATION: The District may cancel this solicitation in whole or in part. The District may reject any or all proposals in whole or in part. https://www.greenville.k12.sc.us/Departments/main.asp?titleid=procure mailto:mjpettit@greenville.k12.sc.us 6 RESPONSIVENESS/IMPROPER OFFERS: a. Bid as Specified. Offers for supplies or services other than those specified will not be considered unless authorized by the Solicitation. b. Responsiveness. Any Offer which fails to conform to the material requirements of the Solicitation may be rejected as nonresponsive. Offers which impose conditions that modify material requirements of the Solicitation may be rejected. If a fixed price is required, an Offer will be rejected if the total possible cost to the District cannot be determined. Offerors will not be given an opportunity to correct any material nonconformity. Any deficiency resulting from a minor informality may be cured or waived at the sole discretion of the Procurement Officer. c. Price Reasonableness: Any offer may be rejected if the Procurement Officer determines in writing that it is unreasonable as to price. d. Unbalanced Bidding. The District may reject an Offer as nonresponsive if the prices bid are materially unbalanced between line items or sub-line items. A bid is materially unbalanced when it is based on prices significantly less than cost for some work and prices which are significantly overstated in relation to cost for other work, and if there is a reasonable doubt that the bid will result in the lowest overall cost to the District even though it may be the low evaluated bid, or if it is so unbalanced as to be tantamount to allowing an advance payment. RESTRICTIONS APPLICABLE TO OFFERORS: Violation of these restrictions may result in disqualification of your offer, suspension or debarment, and may constitute a violation of the state Ethics Act. (a) After issuance of the solicitation, all communications must be solely with the Procurement Officer. You agree not to discuss this procurement activity in any way with any other District employees, agents or officials. This restriction may be lifted by express written permission from the Procurement Officer. This restriction expires once a contract has been formed. (b) Unless otherwise approved in writing by the Procurement Officer, you agree not to give anything to any other District employees, agents or officials prior to award. SIGNING YOUR OFFER: Every Offer must be signed by the individual with actual authority to bind the Offeror. (a) If the Offeror is an individual, the Offer must be signed by that individual. If the Offeror is an individual doing business as a firm, the Offer must be submitted in the firm name, signed by the individual, and state that the individual is doing business as a firm. (b) If the Offeror is a partnership, the Offer must be submitted in the partnership name, followed by the words "by its Partner," and signed by a general partner. (c) If the Offeror is a corporation, the Offer must be submitted in the corporate name, followed by the signature and title of the person authorized to sign. (d) An Offer may be submitted by a joint venture involving any combination of individuals, partnerships, or corporations. If the Offeror is a joint venture, the Offer must be submitted in the name of the Joint Venture and signed by every participant in the joint venture in the manner prescribed in paragraphs (a) through (c) above for each type of participant. (e) If an Offer is signed by an agent, other than as stated in subparagraphs (a) through (d) above, the Offer must state that is has been signed by an Agent. Upon request, Offeror must provide proof of the agent's authorization to bind the principal. SUBMITTING CONFIDENTIAL INFORMATION: For every document Offeror submits in response to or with regard to this solicitation or request, Offeror must separately mark with the word "CONFIDENTIAL" every page, or portion thereof, that Offeror contends contains information that is exempt from public disclosure because it is either (a) a trade secret as defined in Section 30-4- 40(a)(l), or (b) privileged and confidential, as that phrase is used in Section 11-35-410. For every document Offeror submits in response to or with regard to this solicitation or request, Offeror must separately mark with the words "TRADE SECRET" every page, or portion thereof, that Offeror contends contains a trade secret as that term is defined by Section 39-8- 20 of the Trade Secrets Act. For every document Offeror submits in response to or with regard to this solicitation or request, Offeror must separately mark with the word "PROTECTED" every page, or portion thereof, that Offeror contends is protected by Section 11-35-1810. All markings must be conspicuous; use color, bold, underlining, or some other method in order to conspicuously distinguish the mark from the other text. Do not mark your entire response (bid, proposal, quote, etc.) as confidential, trade secret, or protected. If your response or any part thereof, is improperly marked as confidential or trade secret or protected, the District may, in its sole discretion, determine it nonresponsive. If only portions of a page are subject to some protection, do not mark the entire page. By submitting a response to this solicitation or request, Offeror (1) agrees to the public disclosure of every page of every document regarding this solicitation or request that was submitted at any time prior to entering into a contract (including, but not limited to, documents contained in a response, documents submitted to clarify a response, and documents submitted during negotiations), unless the page is conspicuously marked "TRADE SECRET" or "CONFIDENTIAL" or "PROTECTED", (2) agrees that any information not marked, as required by these bidding instructions, as a "Trade Secret" is not a trade secret as defined by the Trade Secrets Act, and (3) agrees that, notwithstanding any claims or markings otherwise, any prices, commissions, discounts, or other financial figures used to determine the award, as well as the final contract amount, are subject to public disclosure. In determining whether to release documents, the District will detrimentally rely on Offeror's marking of documents, as required by these bidding instructions, as being either "Confidential" or "Trade Secret" or "PROTECTED". By submitting a response, Offeror agrees to defend, indemnify and hold harmless Greenville County Schools, its officers and employees, from every claim, demand, loss, expense, cost, damage or injury, including attorney's fees, arising out 7 of or resulting from the District withholding information that Offeror marked as "confidential" or "trade secret" or "PROTECTED". (All references to S.C. Code of Laws.) SUBMITTING YOUR OFFER OR MODIFICATION: (a) Offers and offer modifications shall be submitted in sealed envelopes or packages (unless submitted by electronic means) - (1) Addressed to the office specified in the Solicitation; and (2) Showing the time and date specified for opening, the solicitation number, and the name and address of the bidder. (b) If you are responding to more than one solicitation, each offer must be submitted in a different envelope or package. (c) Each Offeror must submit the number of copies indicated on the Cover Page. (d) Offerors using commercial carrier services shall ensure that the Offer is addressed and marked on the outermost envelope or wrapper as prescribed in paragraphs (a) (1) and (2) of this provision when delivered to the office specified in the Solicitation. (e) Facsimile or e-mail offers, modifications, or withdrawals, will not be considered unless authorized by the Solicitation. (f) Offers submitted by electronic commerce shall be considered only if the electronic commerce method was specifically stipulated or permitted by the solicitation. (g) It is the Offerors responsibility to ensure that bids submitted by electronic commerce were received by the Procurement Officer. TAX CREDIT FOR SUBCONTRACTING WITH MINORITY FIRMS: Pursuant to Section 12-6-3350, taxpayers, who utilize certified minority subcontractors, may take a tax credit equal to 4% of the payments they make to said subcontractors. The payments claimed must be based on work performed directly for a South Carolina state contract. The credit is capped at $25,000 per year or the total tax liability; whichever is lesser. The taxpayer is eligible to claim the credit for 6 consecutive taxable years beginning with the taxable year in which the credit is first claimed. There is no carry forward of unused credits. The credit may be claimed on Form TC- 2, "Minority Business Credit." A copy of the subcontractor's certificate from the Governor's Office of Small and Minority Business (OSMBA) is to be attached to the contractor's income tax return. Taxpayers must maintain evidence of work performed for a State contract by the minority subcontractor. Questions regarding the tax credit and how to file are to be referred to: SC Department of Revenue, Research and Review, Phone: (803) 898-5786, Fax: (803) 898-5888. The subcontractor must be certified as to the criteria of a "Minority Firm" by the Governor's Office of Small and Minority Business Assistance (OSMBA). Certificates are issued to subcontractors upon successful completion of the certification process. Questions regarding subcontractor certification are to be referred to: Governor's Office of Small and Minority Business Assistance, Phone: (803) 734- 0657, Fax: (803) 734-2498. Reference: SC §11-35-5010 - Definition for Minority Subcontractor & SC §11-35-5230 (B) - Regulations for Negotiating with State Minority Firms. WITHDRAWAL OR CORRECTION OF OFFER: Offers may be withdrawn by written notice received at any time before the exact time set for opening. If the Solicitation authorizes facsimile offers, offers may be withdrawn via facsimile received at any time before the exact time set for opening. A bid may be withdrawn in person by a bidder or its authorized representative if, before the exact time set for opening, the identity of the person requesting withdrawal is established and the person signs a receipt for the bid. The withdrawal and correction of Offers is governed by the District's Procurement Code. B. SPECIAL INSTRUCTIONS TO OFFERORS PRE-BID CONFERENCE: There is no pre-bid meeting for this solicitation. CLARIFICATION: Pursuant to Section (SC Section 11-35-1520), the Procurement Officer may elect to communicate with you after opening for the purpose of clarifying either your offer or the requirements of this solicitation. Such communications may be conducted only with offerors who have submitted an offer which obviously conforms in all material aspects to the solicitation. Clarification of an offer must be documented in writing and included with the offer. Clarifications may not be used to revise an offer or the solicitation. III. SCOPE OF WORK/SPECIFICATIONS SCOPE OF WORK The awarded proposer(s) is expected to fulfill all of the requirements and duties contained in this solicitation as directed by the District’s Superintendent or his designee. A proposal shall consist of details for the provision and management of the services envisioned in the Specifications, in accordance with the requirements described in this solicitation. The detailed Specifications are provided in a later section. The School District of Greenville County is located in the Upstate of South Carolina with approximately 76,000 students and 10,000 employees. The District was established in 1951. The District consists of more than 100 schools, career centers and other facilities. Proposers can gain more information on the District and its standards by entering the District’s website at www.greenville.k12.sc.us. The scope of work includes, but is not limited to, the responsibilities listed in this RFP and any future authorized, amended documents related to this solicitation. If the proposer takes any exceptions to any part of the solicitation, include the exceptions with the proposal on a separate page titled “Exceptions to Proposal Criteria.” Project Schedule: The project is scheduled for execution beginning after issuance of award. http://www.greenville.k12.sc.us/ 8 The following Scope of Work section has been provided by the Insurance Services Department staff which is solely responsible for the format/content: Third-Party Administrator Services for 403(b) Retirement Savings Plans The purpose of this solicitation is to select a single entity for provision of TPA services to maintain the District’s compliance with 403(b) plan regulations. The TPA is 100% responsible for the administrative and compliance responsibilities. Currently, there are 9 vendors with active 403(b) plan contributions being remitted annually in the amount of $8,407,654.46. Of those, 8 vendors are active and eligible for enrollment. Asset figures are not available as assets are in each employee’s individual account. The District does not administer any other plans. However, the SC Deferred Compensation Plan, 401(k) and 457(b) plans, is available for employee’s enrollment as well as the State of South Carolina Retirement Plans. TSA Consulting Group has been administering the plan since January 1, 2015. There are 3,313 active participants: Horace Mann – 152, Corebridge – 111, National Life Group– 722, Ameriprise Financial – 18, ING (Reliastar) – 13, Security Benefit/Jefferson National 2, Equitable – 2,258, Brighthouse– 14, MetLife – 17. 1.0 INSTRUCTIONS TO PROPOSERS PART I – COMPANY INFORMATION Provide information about your company; qualifications, experience, staff and ability to meet the needs of the District. The District is seeking an independent TPA with extensive knowledge and experience administering 403(b) programs; school district references and background information is important. Please answer the following questions: 1. Do you have any organizational ties, operational ties or financial arrangements (direct or indirect) with any outside financial management company or other organization that might be offering investment options as an approved vendor to our employees as part of this 403(b) program? The District requires complete independence in the TPA selected; therefore, if you answer “Yes” to this question, do not continue, and please do not submit a proposal response as it will not be evaluated. 2. What is your corporate structure and are there any legal or contractual ties to any potential investment providers that might pose a conflict of interest? 3. Do you have any “marketing agreements,” “strategic alliances,” “preferred or recommended vendor status,” or “ownership/financial/fiduciary arrangements” with potential investment providers that might pose a conflict of interest with your independent status? 4. How long have you been in existence and how long have you been specifically providing 403(b) plan administration services (five+ years’ experience and practice in this field is strongly preferred). 5. How many employees do you have dedicated to the support of 403(b) plan administration? 6. How long have you provided these services in South Carolina? 7. In how many states are you currently conducting 403(b) plan administrative services? 8. Who are some other similar-sized clients? Are any in South Carolina? Provide reference and contact information for three (3) similar-sized or larger clients (preferably school districts). 9. Please list the number of 403(b) clients you currently have with greater than 5,000 employees. What percentage of your client base does this group make up of your overall operations? If not 100%, what other business areas make up the rest of your client base operations (401[k] plan administration and/or other work)? 10. Have you had any lawsuits or litigation filed against you, or have you had any regulatory fines or sanctions imposed against you in the past five years? If yes, please explain. 11. Have you lost any clients or been not renewed with any clients of comparable size in the past five years? If so, please list and explain. 12. Provide any additional information you believe would be appropriate for this section. PART II – COMPLIANCE AUDIT SERVICES Explain in detail and provide examples, sample information or sample reports, of the extent and type of compliance audit services your firm provides. Provide samples or discuss what type of general administrative compliance binder, handbook, or other documentation your firm would provide to ensure a compliant 403(b) program. 9 1. Explain your compliance audit process and services from beginning to end. What does this phase encompass and what are we required to provide as part of this review? 2. Describe your administrative, procedural review services? 3. Discuss or provide examples of the reports provided to communicate the results of the compliance audit and any associated recommendations. 4. How long do you expect this phase of your work to take? How many compliance audits are you capable of doing at one time? 5. Provide any additional information and/or explain other services provided that you believe would be appropriate for this section. PART III – POST AUDIT REVIEW AND ADMINISTRATIVE PLAN SET UP This phase of services would entail working with the District administration to correct any deficiencies found during the compliance audit to update, edit, correct or clarify any policies, procedures, forms, documents, employee education materials or marketing materials in order to maintain a compliant program based on the IRS’ 403(b) regulations. This phase involves helping the District to develop and establish information sharing agreements and master plan documents with all approved vendors or investment providers and to establish a list of approved 403(b) vendors and their fees, as necessary. Include any other aspects of this post- audit review and administrative plan set up phase that your firm provides, as the examples listed herein are not necessarily all-inclusive. 1. Discuss the type and extent of post audit review and administrative plan set up services your company provides to clients. 2. How does your company help “approve” potential investment providers for inclusion into the District’s 403(b) plan? How does this process work? 3. What guidelines do you have in place to limit “approved” vendors from soliciting employees inappropriately? 4. Site the policy and procedures given to “approved” vendors for interacting with employees. 5. Explain the process of developing and amending plan documents for the District and then executing these plan documents with vendors and clients. 6. How does your company ensure that the District is complying with the IRS’s universal availability requirements for 403(b) plans? 7. How does your company assist with employee education to increase awareness and participation? 8. Does your company provide any administrative binders, booklets or other materials as part of defining the administrative plan? 9. Provide any additional information you believe would be appropriate for this section. PART IV – ONGOING REMITTANCE AND ADMINISTRATIVE SUPPORT This part of the offer addresses your firm’s procedures for handling the District’s payroll remittances of employee 403(b) contributions based on valid salary reduction agreements for approved 403(b) vendors. 1. Describe how your firm will interact with the approved 403(b) vendors to obtain and share information as necessary to ensure that all aspects of the District’s 403(b) plan remains in compliance with IRS regulations and guidelines. 2. Describe how your firm will provide administrative support and ensure that all required aspects of the plan are maintained. 3. Discuss the type and extent of ongoing remittance services and ongoing administrative support services your firm provides to clients. 4. What financial reporting and/or ongoing compliance monitoring software is used (is it proprietary, is it a customized off-the- shelf program, or is it a program developed by an investment provider)? 5. Can you accept ACH and data file transfers from the District, process this information in your compliance monitoring software, and then remit these contributions and any relevant information in a timely manner to the vendors? 10 6. Once remittances are received by your firm, how long does it take for those funds to be transferred to the approved vendors/investment providers? Additionally, what happens to any interest earned when those funds are in your accounts (or in joint accounts used to flow through employee contributions to the investment providers)? 7. What type of data repository and data warehousing system do you use? 8. How can you guarantee that this confidential information is secure and what fiduciary responsibility/liability do you assume in the remittance process? 9. Who is your errors and omissions liability coverage carrier and what are the coverage limits of the policy? Does this coverage apply to the remittance process? 10. What level of surety bonding do you have for your employees? 11. What are your company’s professional liability coverage limits? 12. How do you secure financial and confidential information (hardware and software) obtained as part of your remittance and ongoing compliance monitoring and what level of fiduciary responsibility do you assume? 13. How do you ensure no loss or theft of money, personal information or data? 14. What security systems and procedures do you have in place to address the Gramm, Leach, Bliley Safeguard Rule, the Fair and Accurate Credit Transaction Act, the HIPPA Security Rule, and all other applicable state and federal legislation? 15. How do you share information with approved investment providers to ensure that employees and providers remain in compliance with IRS requirements and guidelines? 16. Discuss employee notification efforts, universal availability testing, loan testing, hardship withdrawal testing, MAC calculation testing, excess contribution verification testing and any other areas of ongoing review, compliance and support that your company provides. 17. Provide samples of annual or interim reports, communications or other information that you could provide to the District, the employees or the vendors as part of your ongoing administrative support. 18. Would your firm commit to conducting or attending annual or semi-annual employee education meetings or employee benefit fairs/workshops? 19. Describe your company’s online, web-based services for employees; ability to view vendor and plan selections, update personal information and change election options. 20. Describe how web-based activities are secure. 21. Does your firm provide periodic asset valuation services for the employees and, if so, how are your fees generated and collected? 22. Provide any additional information you believe would be appropriate for this section. PART V – IRS AUDIT SUPPORT This phase of services would only be needed if the District is audited by the IRS or asked to provide preliminary questionnaire information by the IRS in advance of a potential audit related to the operation and administration of its 403(b) plan or, in the most severe circumstances, it would include district support and representation. 1. What level of support would your firm provide to assist the District in completing an IRS pre-audit questionnaire? 2. What level of support or representation would you provide in assisting with an IRS audit? 3. Would your firm assist in negotiating a settlement agreement with the IRS to either a pre- audit questionnaire or a full-blown audit? 4. What level of legal advice would your firm provide related to any involvement with the IRS? 5. How would your firm make sure all documents used are in compliance with current IRS regulations and meet all IRS requirements and guidelines? 11 6. Are these services contractually provided? Is the cost of services included? If not, meaning there’s additional cost for such representation, please provide the cost information. 7. Provide any additional information you believe would be appropriate for this section. PART VI – OTHER SERVICES OR ADDITIONAL INFORMATION List or clarify in this section anything your firm provides, or anything that may be relevant, for our consideration of your proposal, as part of your 403(b) Third Party Administrator Services, that you have not specifically covered in the previous five sections. 1. List the staff members you would assign to our account. 2. Discuss the financial strength and stability of your firm. 3. Provide any information on the software systems, web based systems or other software and/or hardware support your firm provides as part of this service. 4. What type of hold harmless provisions are you anticipating as part of the contracting process? 5. Provide a sample of any documents or contractual type documents that you would expect the District to execute. 6. What would the District be expected to do from the point a contract is signed with your firm until January 1, 2025, and then on an ongoing basis thereafter? 7. Does your firm have audit reports, internal control reports, SAS 70 reports or other reports from independent auditors or others that could attest to your firm’s financial strength, stability and sound operational policies and procedures? If yes, provide or describe. 8. State why your firm is the most qualified to administer the District’s 403(b) plan. 9. Provide any additional information you believe would be appropriate for this section. PART VII – COST PROPOSALS Your cost proposal should be accurate, complete and provide sufficient detail so that the individual components and associated costs can be easily determined. Discuss how these fees are administered (paid) and whether or not you allow for fees to be paid a) directly by the employee; b) by the District on behalf of the employee; and c) by the investment provider on behalf of the employee. The District currently uses option “c” for fees and prefers to maintain this structure. Cost is an important factor, but it is not the only factor being used to evaluate the proposals. As applicable, price each of the following: document preparation (master plan agreement, information sharing agreement and any other marketing or educational materials), compliance audit and review services, administrative set up, follow-up and implementation services, employee education services, ongoing remittance and support services, annual and ongoing compliance monitoring services, IRS audit support services and any other applicable services. Provide your pricing without consideration for who is paying the ongoing monthly fees so that we can appropriately compare costs (not who is paying them). Do not negotiate any “bundling” or funding arrangements for any fees or charges with vendors or investment providers. 1. Provide a price breakdown for all services rendered under “Part III – Compliance Audit Services” and clearly state the nature and basis of the charge. State any variable costs and the basis for them. 2. Provide a price breakdown for all services rendered under “Part IV – Post Audit Review and Administrative Plan Set Up” and clearly state the nature and basis of the charge. State any variable costs and the basis for them. 3. Provide a price breakdown for all services rendered under “Part V – Ongoing Remittance and Administrative Support” and clearly state the nature and basis of the charge. State any variable costs and the basis for them. If you provide periodic asset valuation services for the employee, state how your fees are generated and collected. 4. Provide a price breakdown for all services rendered under “Part VI – IRS Audit Support.” Clearly state the nature and basis of the charge. State any variable costs and the basis for them. 12 5. Provide a price breakdown for all services rendered under “Part VII – Other Services and Additional Information” and clearly state the nature and basis of the charge. List separate costs associated with supporting a ROTH 403(b) plan, if applicable. 2.0 INSTRUCTIONS TO PROPOSERS 2.1 Evaluation Factors Proposals will be evaluated according to the factors listed below. Each factor has been assigned a point value. Each Proposer’s score will be totaled and compared to the other responses. The highest scoring responsive and responsible Proposer may be awarded the contract if all other terms and conditions are acceptable to the District and if in the District’s best interest. Upon receipt, the Procurement Department shall review all proposals for responsiveness to the solicitation requirements. The District shall retain the right to consider any proposal as non-responsive based solely on its judgment that the proposal does not satisfactorily meet the criteria of this RFP or the District’s Procurement Code. 2.1.1 Responsiveness to the RFP (Maximum of 20 points) 2.1.2 Background Information (Maximum of 15 points) 2.1.3 Compliance Audit Services (Maximum of 15 points) 2.1.4 Post Audit Review and Administrative Plan Set Up (Maximum of 10 points) 2.1.5 Ongoing Remittance and Administrative Support (Maximum of 15 points) 2.1.6 Cost (Maximum of 15 points) 2.1.7 IRS Audit Support (Maximum of 10 points) End of “Scope of Work” Section. NOTE: Taking exceptions to the solicitation or changing the terms and/or conditions of the solicitation may cause the proposal to be determined “non-responsive” and therefore, not eligible for an award. DISTRICT CALENDAR AND INFORMATION Proposers can obtain more information on the District, its calendar and standards by entering the District’s website at www.greenville.k12.sc.us. POSTPONMENTS A proposal recording meeting or a pre-proposal conference shall be postponed if the District’s Procurement Department is closed for any of the following reasons: (1) Causes beyond the control of the District (e.g., fire, flood, weather conditions, etc.), or (2) Emergency or unanticipated events that interrupt normal District or Procurement operations. The postponed event (opening or conference) shall automatically be rescheduled to the next full and complete District business day after the published date. A District business day does not include a day starting after an announced opening delay or a closure. Firms should consult the District’s INFO Line (864-355-3100) or local media regarding closures. PERFORMANCE OF THE PROGRAM SPECIFICATIONS It is the intent of the District to have one awarded provider for this solicitation. If the awarded proposer(s) is(are) unable to provide the required equipment, material or services at any point, in the opinion of the District, the District reserves the right to cancel the award according to the District’s Procurement Code and Regulations and secure such services from other qualified sources as needed to meet District requirements. This action shall not be grounds for contract controversy. A contract may be awarded encompassing all facets of a proposal or portions of a proposal, whichever is in the best interest of the District in order to serve the District. Proposers shall explain, in detail, any additional service that they wish to provide to the District. Proposers shall provide and explain all applicable costs to the District within the proposal. Undisclosed costs/fees shall not be paid at any time. Due care and diligence has been used in the preparation of the solicitation and specifications. The information contained herein is believed to be substantially correct. However, the responsibility for determining the full extent of the exposure and the verification of all information presented herein shall rest solely upon the proposing entity. The District and its representatives will http://www.greenville.k12.sc.us/ 13 not be responsible for any errors or omissions in the specifications or the proposer’s response nor for the failure on the part of the proposer to determine the full extent of the solicitation requirements and exposures. The Program Specifications section includes, but is not limited to, the responsibilities listed in this RFP and any future authorized, amended documents related to this solicitation. If the proposer takes any exceptions to any part of the solicitation, firms shall include the exceptions with the proposal on a separate page titled “Exceptions to Proposal Criteria.” NOTE: Taking exceptions to the solicitation or changing the terms and/or conditions of the solicitation may cause the proposal to be determined “nonresponsive” and therefore, not eligible for an award. IV. INFORMATION FOR OFFEROR TO SUBMIT PROPOSER GENERAL INFORMATION Proposers shall explain, in detail, any additional service that they wish to provide the District. Proposers shall provide all costs to the District in their proposal. Undisclosed costs shall not be paid at any time. Proposers shall respond to each of the following areas. Respond in the sequence below: 1. Proposer’s main business activities. 2. Length of service. 3. Name and address of insurance agency. Provide proof of insurance in line with the Terms and Conditions outlined herein. 4. State in detail your method of accountability and documentation. 5. Describe customer support capability, staff qualifications and philosophy. 6. Provide information regarding governmental or client litigation, including any debarments, related to the proposer’s company or its affiliates. 7. Indicate the capability of the proposer’s company to provide the requested service to the District. 8. List at least three references. (preferred in an education environment) INSTRUCTION FOR SUBMITTAL OF PROPOSAL Proposers shall furnish a total of four (4) complete paper proposal packages. Provide one (1) original paper document proposal and three (3) additional paper copies at the due time. Mark the original document as such. All documents (original and copies) shall be submitted in a sealed envelope or other enclosure. Emails or faxes shall not be accepted. Sealed Proposal Enclosed Project Reference: Third Party Administrator Services for 403(b) Retirement Savings Plan RFP No. 324-86-4-25 Mail or hand-deliver the proposal to: Greenville County Schools 2 Space Drive Taylors, South Carolina 29687 Attn: Procurement Department By submitting a solicitation response, the Vendor acknowledges that it has had the opportunity to inquire about the District’s Procurement Code and Regulations, this solicitation and other pertinent District policy. The submitted sealed proposal must be signed by an authorized individual who may bind the Vendor to provide the service(s) and/or product(s) in accordance with the specifications contained in this RFP. The official time due time for a solicitation response is maintained according to the Time/Date Stamp located in the District’s Procurement Department. All solicitation responses shall be received in the District’s Procurement Department, 2 Space Drive, Taylors, South Carolina 29687, no later than the time specified in this solicitation. Solicitation responses shall be in the physical possession of a Procurement Department employee prior to the due time or the solicitation response shall be determined to be late once the due time has occurred. Faxed or emailed proposals shall not be accepted. 14 NOTE: Vendors who hand deliver a proposal are responsible for physically handing the proposal to a Procurement Department employee prior to the proposal due time/date. Do not hold the proposal until the recording meeting begins. Do not deliver the proposal to any other location or individual. Responses that are in another District location, room, department or other area at the solicitation due time other than the Procurement Department shall not be accepted. If there is doubt as to the location of the Procurement Department, Vendors may contact the District for directions. The District is not responsible for the Vendor’s or its representative’s interpretation of any directions provided. The District is not responsible for traffic, parking availability, road closures, delivery services or weather conditions. Vendors may mail their proposals, however the District assumes no responsibility for the delivery of any solicitation, addendum, solicitation response or any other correspondence by the U.S. Postal Service, a delivery service, electronic transmission, facsimile or any other method. NOTE: PROPOSALS RECEIVED OR DATE STAMPED AFTER THE PROPOSAL DUE/PUBLIC OPENING TIME SHALL NOT BE ACCEPTED OR CONSIDERED. SOLICITATION SECURITY The District does not require Solicitation Security for this project. PERFORMANCE AND PAYMENT BONDS The District does not require Performance and Payment Bonds for this project. SOLICITATION AND PERFORMANCE CONDITIONS Unless stated otherwise herein, the governing language of the relationship and project performance between the District and the awarded firms resulting from this solicitation shall be comprised of the solicitation documents, including any attachments, amendments and/or addenda. In the event of a conflict, the solicitation document shall govern. SUBCONTRACTING No portion of this contract shall be subleased, assigned, transferred, or conveyed without the expressed prior written approval from a GCS Procurement Officer. Proposed subcontractors shall be identified in the bid. PROPOSAL RESPONSE CERTIFICATION Interested Vendors are hereby notified that a “Proposal Response Certification” statement is included within the solicitation and that by signing the certification statement, with no alterations allowed, the Vendor agrees to be bound by the terms and conditions of the solicitation and by the District’s General Terms and Conditions included herein by reference. The Proposal Response Certification statement that is included with this solicitation shall be signed and returned with the proposal. Should a Vendor decide not to sign the Certification Statement, the reasons for the decision shall be noted on a separate page to be included within the sealed proposal. An interested Vendor that submits a proposal that contradicts this solicitation and which is not in compliance with the requirements of this solicitation, including the District’s General Terms and Conditions, acknowledge and understand that, by doing so, its proposal may be deemed nonresponsive by the District. A Vendor who takes exceptions to any portion of this solicitation may be deemed “non-responsible” and may not be eligible for an award. The rights and authority of such determination are reserved solely by the Procurement Officers of the District’s Procurement Department. V. AWARD CRITERIA EVALUATION OF PROPOSALS All proposals will be reviewed for the purpose of determining responsiveness. Any proposal that does not meet the salient requirements of the RFP will be deemed non-responsive. To determine responsibility, all information provided by the Vendor concerning its availability to perform fully the contract requirements, including the integrity and reliability of the Vendor, will be reviewed. This project is on a critical timeline, and a vendor’s ability to provide the service / product within the specified period of time will be examined and included in the evaluation. The submission of a proposal for review does not necessarily qualify the Vendor as being responsible or the proposal as being responsive. Failure to provide specific information as requested for use in an evaluation will cause the bid to be disregarded. The proposal responses will be evaluated based on the factors as detailed in this solicitation. The Vendor deemed by the District as responsible and whose proposal is the most favorable to the District may be awarded the contract if all other terms and conditions are acceptable to the District and if in the District’s best interest. 15 Vendors must clearly mark the words “Confidential” or “Protected” next to each section of the proposal that the Vendor considers to be proprietary or may contain confidential information. In no manner or situation will pricing be considered confidential. The District shall have the sole, exclusive right to determine whether such confidential notations are valid and subject to public release. Entire documents shall not be marked as “confidential” or “protected”. The District may request written or oral clarifications of any offer received. However, the District may, at its sole discretion, refuse to accept in full or partially, the response or clarification given by any Vendor. Vendors are cautioned that the evaluators are not required to request a clarification of the proposal; therefore, all offers should be complete and reflect the most favorable terms to the District. The District reserves the right to reject any and all offers when such rejection is deemed to be in the best interest of the District. The District reserves the right to accept or reject, in part or in entirety, any or all proposals or portions of proposals submitted by any Vendor and to waive any informalities or technicalities so as to purchase in the best interest of the District. The District reserves the right to interpret the acceptability of the proposed services and supplies when meeting the intent for use as determined by the end user. The District reserves the right to negotiate with all responsible Vendors and to cancel in part or in entirety, this solicitation if it is in the best interest of the District. This solicitation does not commit the District to negotiate, hold discussions, award a contract, pay any costs incurred in the preparation of the response to this solicitation or to procure any services and/or supplies. EVALUATION FACTORS Selection will be based upon the following criteria in order of importance. The proposer shall respond to each evaluation factor. The quality of the response for each factor will be reviewed by each evaluation team member for each proposal. An overall team evaluation and ranking will be determined based upon this process. 1. Responsiveness to the RFP (Maximum of 20 points) 2. Background Information (Maximum of 15 points) 3. Compliance Audit Services (Maximum of 15 points) 4. Post Audit Review and Administrative Plan Set Up (Maximum of 10 points) 5. Ongoing Remittance and Administrative Support (Maximum of 15 points) 6. Cost (Maximum of 15 points) 7. IRS Audit Support (Maximum of 10 points) Total: 100 Points The District will evaluate all proposals based upon the Evaluation Factors set forth in the solicitation. The overall highest ranked, responsible proposer may be awarded a contract if all other terms and conditions of the proposal are acceptable to the District and if in the District’s best interest. The District’s evaluation team may request written or oral clarifications of any offer received. However, the District may, at its sole discretion, refuse to accept in full or partially the response to a clarification request provided. Proposers are cautioned that the evaluators are not required to request clarification; therefore, all offers should be complete and reflect the most favorable terms. The District reserves the right to reject any and all offers when such rejection is deemed to be in the best interest of the District. AWARD At the official due time, only the names of the proposers will be publicly read aloud. No further information will be provided at the opening in accordance with the District’s Procurement Code. Attendance at the public recording is not required in order to have a proposal evaluated. An award may be made to one (1) responsible firm in order to meet the District’s requirements. After proposal review and evaluation, an award may be issued to the overall highest-ranked, responsible firm whose responsive proposal is determined to be the most advantageous to the District, taking into consideration the evaluation and the terms of this solicitation. The right is reserved to reject any and all, or portions of, proposals received. In all cases, the District will be the sole judge as to whether a proposal has or has not satisfactorily met the requirements of the solicitation. The District is not required to furnish a statement of the reason(s) why a proposal was not deemed to be the most advantageous, nor will the District be required to furnish any information regarding the solicitation. Failure to receive business as a result of this solicitation is not subject to contract controversy. 16 The Scope of Work/Program Specification section details the period of performance and responsibilities. This is a multiple year agreement/award renewable each one (1) year period up to five (5) years in total. The District will evaluate the awarded firm during the period of performance in order to determine if the District’s standards and goals contained in the solicitation are being met. When applicable, the District may also evaluate the awarded firm’s performance, pertinent records, cost reporting, compliance with deadlines and timeframes, schedule adherence, quality control, communications with District representatives and professionalism. Precise criteria for evaluation of performance will consist, at a minimum, of the terms of this solicitation and others may be developed after award of the contract. Prices must remain in effect during evaluation for a minimum for ninety (90) calendar days from the due date. Prices submitted shall be inclusive of all costs that the proposer expects the District to pay. The proposing entity’s prices shall include all services and ancillary requirements required to perform the services in accordance with the solicitation. After the contract is awarded, no additional costs will be considered. Hidden or undisclosed costs will not be accepted. Proposers that submit a price(s) and then change the price(s) or service(s)/product(s) at a later time may have the proposal rejected or the award cancelled at no cost to the District. The award statement will be publicly posted in the lobby of the Procurement Department, 2 Space Drive, Taylors, South Carolina. The public may review this statement during regular office hours. The award will also be posted on the Procurement Department website. Actual proposers may be mailed a copy of the Intent to Award document. Interested parties may call the Procurement Department at (864) 355-1279 to determine if an award has been posted. Interested parties are responsible for physically confirming the posting of any Intent to Award document. Contract Termination for Cause The District reserves the right to terminate this solicitation or resulting agreement upon a thirty (30) calendar day notice when in the best interest of the District at no cost to the District. Termination of any contract by the District for cause, non-performance, default or negligence on the part of the successful proposer shall be a retained right. Termination costs levied against the District shall not apply and the thirty (30) calendar day termination notice requirement shall be waived. The default provisions shall apply when a contract is terminated for cause. The District reserves the right to terminate an award/contract when the health and safety of students and staff are threatened or for the awarded firm’s non-compliance with state law or the terms and conditions of the solicitation. The District reserves the right to terminate the continuation of any agreement, service or award resulting from this solicitation when funding has not been appropriated. The District does not anticipate canceling a contract; however, it shall reserve the right to act in the best interest of the District and its constituents. Default In case of default by the proposer/contractor, the District reserves the right to contract for the services that are in default, from other firms, charging the defaulting proposer/firm with any additional costs incurred by the District as a result of the default. The firm that is determined to be in default shall not be considered a responsible proposer/firm until the assessed charge has been satisfied. Vendor’s Relationship with the District The awarded firm shall be independent of the District. None of the firm’s employees shall be deemed for any purpose to be employees, agents, or servants of the District, but shall at all times serve as employees, agents, or servants of the contractor for whom and at whose direction they shall act. No acts performed for or representations made, whether written or oral, by the firm to third parties shall bind the District. The firm shall be solely responsible for the withholding and payment of all federal, state, and local personal income, social security, unemployment, workers compensation and other payroll taxes for its employees. The District shall have no liability of any sort for the firm’s employees. The awarded firm shall be responsible for any loss or damage to property owned by the District, caused, in the opinion of the District, by the firm or its subcontractors and/or representatives. No portion of this solicitation/agreement shall be subleased, assigned, transferred, or conveyed without written approval from a District Procurement Officer prior to or after issuance of the Intent to Award. The District shall NOT provide vehicles, office space, utilities and operating expenses. These operating expenses include telephone, copier, fax and postage expenses. The awarded firm shall be responsible for all necessary personnel, equipment, supplies and other requirements to fully implement the services required. 17 Termination for Convenience At any time during an award/ contract term, if the District wishes to cancel the award/ contract, it will notify the contractor at least thirty (30) calendar days prior to termination unless the award/contract is canceled for cause as noted in the previous section. In the event that this contract is terminated or canceled upon request and for the convenience of the District without thirty (30) calendar day advance written notice, the District shall then negotiate reasonable termination costs, if applicable. Acknowledgement By submitting a solicitation response, the proposing firm acknowledges that it has had the opportunity to inquire about the District’s Procurement Code and Regulations, this solicitation and other pertinent policy. By submitting a solicitation response, the proposing firm acknowledges that it is in compliance with all applicable local, state, and federal laws. The School District of Greenville County Procurement Code and Regulations supersede and govern any and all documents and/or policies, whether stated or implied. The School District of Greenville County reserves the right to reject any or all proposals or portions of proposals and to waive any informalities or technicalities so as to purchase in the best interest of the District. Vendor Responsibility Responsibility of the proposer shall be ascertained for each contract awarded by the District based upon full disclosure to the District concerning capacity to meet the terms of the contracts and based upon a past record of performance for similar contracts. The failure of a proposer to supply information promptly to the District may be grounds for a determination of non-responsibility with respect to such proposer. Failure to provide requested information may result in rejection of a solicitation response and/or suspension and/or debarment of the proposer. The District shall be entitled to audit the books and records of a contractor or any subcontractor under any contract or subcontract other than a firm fixed price contract to the extent that such books and records relate to the performance of such contract or subcontract. Such books and records shall be maintained by the contractor for a period of three (3) years from the date of final payment under the prime contract and by the subcontractor for a period of three (3) years from the date of final payment under the subcontract, unless a shorter period is otherwise authorized in writing by a District Procurement official. Due care and diligence have been used in the preparation of the scope of work and/or the specifications and the information contained therein is believed to be substantially correct. However, the responsibility for determining the full extent of the exposure and the verification of all information presented herein shall rest solely upon the Vendor. The District will not be responsible for any errors or omissions in the Vendor’s response nor for the failure on the part of the Vendor to determine the full extent of the solicitation requirements and exposures. The Vendor may ask questions subject to the Inquiry Deadline and the previously stated inquiry instructions. The awarded firm/individual shall perform this project in compliance with all Federal and State requirements concerning fair employment of all employees and applicants. Firms shall promote the employment of the disabled and disadvantaged and shall employ without regard or discrimination due to the reason of ethnic background, age, color, religion, gender, national origin, or physical disability. Responding firms should provide information regarding the use of minority subcontractors if applicable or if requested by the District. Assistance to minority and disadvantaged firms and individuals is available in accordance with the District’s Minority Business Enterprise Utilization Plan Use of District Name The awarded Vendor shall not use the name of the District in advertising or in seeking or joining into contracts with suppliers, customers or for any other manner. The Vendor shall make all of its contracts in its own name and the awarded Vendor shall be responsible for its financial obligations and contracts, not the District. Cooperative Purchasing (When Applicable) The District’s Procurement Code and Regulations authorizes the use of cooperative purchasing practices with regard to other public procurement units. Accordingly, any South Carolina school district, state, city or county agency or other public procurement unit may participate in any resulting award if agreeable to the District, the successful Vendor and the other public procurement unit. No other public procurement unit is required to make use of this capability as participation is at the discretion of the other public procurement unit. This District is not bound by any other public entities’ solicitation, award or other contract. The District shall not guarantee the participation of another public procurement unit nor be responsible for any resulting business or non-business with any other entity. Purchase Orders, delivery arrangements, payments and any other type of contractual documentation or performance shall be the responsibility of the actual participating public procurement unit, not The School 18 District of Greenville County. The successful Vendor shall hold harmless the District, its employees, Administration, Board of Trustees and its representatives for any loss or damage as the result of the action or inaction of another public procurement unit. Prepayment The District shall not approve or process payment to an awarded firm or its subcontractor prior to the delivery of product or the service(s) being performed or upon agreed upon milestones. Proposers or its representatives that do not honor this requirement shall not receive payment and may have their contract cancelled with no penalty levied against the District. Procurement Card and ACH Processing (If Applicable) The District has the capability to pay the majority of vendor invoices with a District managed Procurement Card (P-Card) and/or an Automated Clearing House (ACH) processing method. The District reserves the right to request that the awarded vendor process invoice/payment transactions by use of the District P-Card or ACH processing method. Failure by the vendor to provide P-Card and/or ACH transaction processing capabilities shall not be grounds for rejection of a proposal nor shall it create a contract controversy. Any discounts offered by the vendor as the result of the District’s use of the P-Card or ACH processing should be noted in the solicitation response on a separate page entitled Procurement Card and ACH Processing Capability. Technology Requirement (When Applicable) The following requirement has been prepared by the District’s Education Technology Services (ETS) department for compliance, where applicable: “For all COTS (commercial off the shelf applications), the Offeror shall submit security audit documentation which meets State and Federal law along with applicable regulatory standards including, but not limited to: the South Carolina Public Records Act, Family Educational Rights and Privacy Act (FERPA), Health Insurance Portability and Accountability Act (HIPAA), Pupil Privacy Rights Act (PPRA), Individuals with Disabilities Education Act (IDEA), Gramm-Leach Bliley Act (GLBA) , and Payment Card Industry Data Security Standard (PCI-DSS). Applications must also meet or exceed verifiable Greenville County School District security review and security application testing specifications, including, but not limited to: Open Web Application Security Project (OWASP), The Web Application Security Consortium (WASC), and United States Computer Emergency Readiness Team (US-CERT) National Vulnerability Database (NVD) as part of the Request for Proposal or Invitation for Bid submission." Iran Divestment Act – Certification (Dec 2015) (a) The Iran Divestment Act List is a list published by the Authority pursuant to Section 11-57-310 that identifies persons engaged in investment activities in Iran. Currently, the list is available at the following URL: http://procurement.sc.gov/PS/PS- iran-divestment.phtm (.) Section 11-57-310 requires the government to provide a person ninety days written notice before he is included on the list. The following representation, which is required by Section 11-57-330(A), is a material inducement for the State to award a contract to you. (b) By signing your Offer, you certify that, as of the date you sign, you are not on the then- current version of the Iran Divestment Act List. (c) You must notify the Procurement Officer immediately if, at any time before posting of a final statement of award, you are added to the Iran Divestment Act List. [07-7A072-1] Iran Divestment Act – Ongoing Obligations (Jan 2015) (a) You must notify the procurement officer immediately if, at any time during the contract term, you are added to the Iran Divestment Act List. (b) Consistent with Section 11-57-330(B), you shall not contract with any person to perform a part of the Work, if, at the time you enter into the subcontract, that person is on the then-current version of the Iran Divestment Act List. [07-7A072-1] Bidder’s Rights Bidders may have the right to protest this solicitation or its subsequent award in accordance with Article XIV of the District’s Procurement Code. Should a protest period end on a day that the District is closed; the protestor may file by 5:00 P.M. the following full day that the District is open for business. South Carolina Illegal Immigration Reform Act By signing its bid or proposal, Contractor certifies that it will comply with the applicable requirements of Title 8, Chapter 14 of the South Carolina Code of Laws and agrees to provide to the District, upon request, any documentation required to establish either: (a) that Title 8, Chapter 14 is inapplicable both to Contractor and its subcontractors or sub-subcontractors; or (b) that Contractor and its subcontractors or sub-subcontractors are in compliance with Title 8, Chapter 14. Pursuant to Section 8-14-60, "A person who knowingly makes or files any false, fictitious, or fraudulent document, statement, or report pursuant to this chapter is guilty of a felony and upon conviction, must be fined within the discretion of the court or imprisoned for not more than five years or both." Contractor agrees to include in any contracts with its subcontractors language requiring its subcontractors to (a) comply with the applicable requirements of Title 8, Chapter 14, and (b) include in their contracts with the sub-subcontractors 19 language requiring the sub-subcontractors to comply with the applicable requirements of Title 8, Chapter 14. (An overview is available at www.procurement.sc.gov). State and Federal Laws and Regulations (Revised 10/13/22) The School District of Greenville County requires adherence and itself adheres to all applicable State and Federal laws and regulations including “2 CFR, Subtitle A, Chapter II Subpart D, 200.322 Domestic Preferences for Procurements”. The successful vendor’s work, end product, and/or services shall meet all local, state and federal requirements. Permits, Licenses and Taxes The proposer shall, at its own expense, prior to an award and prior to commencing services/operations on behalf of the District or under contract with the District, shall acquire all necessary permits, licenses and other approvals as required by law to provide the required services and/or actions in conjunction with a contract award with the District. It is recommended that interested firms contact the following to learn of any pertinent requirements or licenses: I. The South Carolina Secretary of State’s office (www.scsos.com) II. The South Carolina Department of Revenue III. South Carolina Department of Labor, Licensing and Regulations (www.LLR@llr.sc.gov) IV. The City of Greenville, South Carolina The District shall not interpret the requirements of other public entities on behalf of the proposer. Firms shall obtain all necessary permits and licenses required by local, state and Federal law and regulations prior to any award or agreement and shall remain in compliance with all applicable statutes and pertinent regulations throughout the term of performance. Should any permits or licenses be revoked or lapse during the period of performance, the undersigned Procurement Officer shall be notified immediately. The firm shall pay all excise taxes, retail taxes and other fees imposed. The firm assumes full responsibility for payment of all State and Federal taxes for unemployment, pensions or any Social Security legislation for all its employees and will further comply with all requirements that may be specified in regulations hereafter promulgated by the District’s administrative officials. Contractor Licensing Prior to the bid due date and time and throughout the program/project, the bidding firm, the Prime Contractor and any Subcontractors, shall be licensed in full accordance with the provisions of Section 40-11-10 through 40-11-340 of the Code of Laws of South Carolina, 1976, as amended. The firm and/or presenting agent must be duly licensed to do business in the State of South Carolina and Greenville County. The District recommends that Vendors contact the South Carolina Secretary of State office and the Greenville City business license office for more information. The District shall not interpret these requirements on behalf of the Vendor. The successful Vendor shall meet all Federal, state, and local statutes and other requirements prior to award of the project. Indemnity The proposing firm agrees to indemnify and hold harmless the District and the District’s members, officers, trustees, employees, servants and agents, from and against any and all liabilities, losses, damages, costs and expenses of any kind (including, without limitation, reasonable legal fees and expenses in connection with any investigative, administrative or judicial proceeding, whether or not designated a party thereto) which may be suffered by, incurred by or threatened against the District or any members, officers, employees, servants or agents of the District on account of or resulting from injury, or claim of injury, to person or property arising from the awarded firm’s actions or omissions relating to this solicitation or any subsequent Agreement, or arising out of the awarded entity’s breach of contract or failure to perform any term, covenant, condition or agreement herein provided to be performed by the awarded firm or individual. The District shall not indemnify and/or hold harmless any proposing entity or its representatives as this action is not statutorily allowed by South Carolina law. Certification Regarding Debarment and other responsibility matters (Dec. 2021) (a) (1) By submitting an Offer, Vendor certifies, to the best of its knowledge and belief, that- (i) Vendor and/or any of its Principals- (A) Are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any state or federal agency; (B) Have not, within a three-year period preceding this offer, been convicted of or had a civil judgment rendered http://www.procurement.sc.gov/ http://www.scsos.com/ 20 against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; and (C) Are not presently indicted or civilly for, or otherwise criminally charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision. (ii) Vendor has not, within a three-year period preceding this offer, had one or more contracts terminated for default by any public (Federal, state, or local) entity. (2) "Principals," for the purposes of this certification, means officers; directors; owners; partners; and, persons having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment, and similar positions). (b) Vendor shall provide immediate written notice to the Procurement Officer if, at any time prior to contract award, Vendors learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. (c) If Vendor is unable to certify the representations stated in paragraphs (a)(1), Vendor must submit a written explanation regarding its inability to make the certification. The certification will be considered in connection with a review of the Vendor’s responsibility. Failure of the Vendor to furnish additional information as requested by the Procurement Officer may render the Vendor non-responsible. (d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Vendor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. (e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Vendor knowingly or in bad faith rendered an erroneous certification, in addition to other remedies available to the State, the Procurement Officer may terminate the contract resulting from this solicitation for default. [02-2A035-1] Contract Provisions for Non-Federal Entity Contracts Under Federal Awards In addition to other provisions required by the Federal agency or non-Federal entity, all contracts made by the non-Federal entity under the Federal award must contain provisions covering the following, as applicable. (A) Contracts for more than the simplified acquisition threshold, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. (B) All contracts in excess of $10,000 must address termination for cause and for convenience by the non-Federal entity including the manner by which it will be effected and the basis for settlement. (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60–1.3 must include the equal opportunity clause provided under 41 CFR 60–1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964–1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” (D) Davis-Bacon Act, as amended (40 U.S.C. 3141–3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis- Bacon Act (40 U.S.C. 3141–3144, and 3146–3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for 21 compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701–3708). Where applicable, all contracts awarded by the non- Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. (G) Clean Air Act (42 U.S.C. 7401–7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251–1387), as amended— Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401–7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251–1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. (J) See § 200.323. (K) See § 200.216. (L) See § 200.322. VI. TERMS AND CONDITIONS While effort has been made to separate substantive and procedural matters through the division of a solicitation or agreement into various parts, the distinctions between such categories are not always exact. Consequently, offerors are advised that all contents of a solicitation or agreement will constitute the substantive terms and conditions of the relationship, if any occurs, between the offeror and the District in accordance with this document. 22 DEFINITIONS The terms, “vendor”, “contractor”, “prime contractor”, “contractor”, “firm”, “offeror”, “proposer”, “responder”, “supplier”, “entity” or “bidder” may be used interchangeably and refers to the entity offering a bid/proposal. These terms are defined as including a legal business association of one (1) or more persons existing at the time of the bid/proposal submission. The terms “solicitation”, “Invitation for Bid”, “Bid”, “Request for Proposal”, “Proposal”, “Quotation”, “Quote” may be used interchangeably and refers to the solicitation. The term "Agreement" means any transaction or contractual arrangement contemplated or created as a result of, arising out of, or relating to the solicitation and subsequent award. The terms, “The School District of Greenville County”, “Greenville County Schools”, “Customer”, “Owner”, “District”, “SDGC” “GCSD”, “GCS”, “Board of Trustees” and “Board” may be used interchangeably and refers to the entity issuing the solicitation, receiving and reviewing the proposals and issuing an award. The term “Day” or “Days” refers to calendar days, unless noted otherwise. GOVERNING LAW The contractor or offeror shall comply with the laws of the State of South Carolina which require that it be authorized and/or licensed to bid and/or conduct business in said State. By signing an Agreement or by offering a bid or proposal or agreement, contractor agrees to subject itself to the jurisdiction and process of the District’s Procurement Code and Regulations, the courts of the State of South Carolina or federal courts as to all matters and disputes arising or may arise under and in regard to the solicitation, Agreement and the performance thereof, including any questions as to the liability for taxes, licenses or fees levied by the State. The solicitation and/or Agreement and any dispute, claim or controversy relating to the solicitation and/or Agreement shall, in all respects, be interpreted, construed, enforced and governed by and in accordance with the Procurement Code and Regulations of The School District of Greenville County and the laws of the State of South Carolina. All disputes, claims or controversies relating to the Agreement shall be resolved exclusively by the District’s Chief Procurement Officer or Purchasing Agent/Procurement Director in accordance with Article XIV of The School District of Greenville County’s Procurement Code or in the absenc