It Company Cover Letter for Proposal Submittal by mpu69555

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									                                      COMPANY NAME__________________________

                             REQUEST FOR PROPOSAL
                 Third Party Administrator/Flexible Spending Accounts
                        SCHOOL BOARD OF LAKE COUNTY
                            PURCHASING DEPARTMENT
                              29529 COUNTY ROAD 561
                          TAVARES, FLORIDA 32778-2496

The School Board of Lake County, Tavares, Florida solicits your company to submit a
proposal on our RFP #3158DB– Third Party Administrator / Flexible Spending
Accounts.

All terms and conditions below are a part of this request for proposal and no proposals
will be accepted unless all conditions have been complied with. Rights are reserved by
the School Board of Lake County to accept or reject any and all proposals and to waive
all technicalities and award in the best interest of the Board. The Board does not sign
contract forms provided by vendors. The bid, request for proposal, or invitation to
negotiate with the vendor’s signature will constitute an offer to sell to the Board under
the stated terms and conditions.

All prospective proposers are hereby cautioned not to contact any Board member or
employee of the School Board of Lake County nor attempt to persuade or promote
through other channels. All requests for additional information must be submitted in
accordance with instructions contained in this Request for Proposal. Failure to comply
with these procedures shall be cause for disqualification of firm’s Submittal.

INSTRUCTIONS TO VENDOR:
     All proposals shall be filed in the Purchasing Department of the Lake County
     School Board , 29529 County Road 561, Tavares, Florida 32778, prior to 2:00
     PM, local time, Thursday, February 25, 2010 and clearly marked “RFP
     #3158DB to be opened on February 25, 2010”. Proposals received after this
     time will not be considered. All proposals shall be submitted, in a sealed
     package or envelope, and all required documents submitted at that time. Faxed
     or e-mailed proposals will not be accepted. From the notice or publication until
     72 hours after the posting of the recommendation of award only the Purchasing
     Department should be contacted concerning any questions concerning this RFP.
     No other employee, officer, staff or agent of the School Board should be
     contacted during this period. All questions/concerns shall be directed, in writing ,
     to:

              Diane Bennett, Certified Assistant Purchasing Agent
              E-mail:       bennettd@lake.k12.fl.us
              Fax:                   352-742-8516
              Address:               29529 CR 561
                                     Tavares, FL 32778

       All other forms included in the request must be completed and submitted with the
       proposal. Please provide with your proposal:



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          Copies of Flexible Spending Accounts (FSA) open enrollment materials, if
           applicable
          Sample reports for all proposed administrative services
          Data transmittal requirements for each administrative service
          List of all local governments and school boards that you have contracted
           with in the last five years and contact information

 ANNUAL ENROLLMENT
 Eligible employees will have the option to enroll during the annual enrollment
 period in April/May for a July 1, 2010 effective date. Plan years will run from July
 thru June. The proposer will assist and have in place all necessary plan attributes
 to conduct an enrollment.

 During each annual enrollment period, the FSA contractor will provide trained
 representatives, if requested, to attend and assist with employee meetings. These
 representatives must have sufficient understanding of LCSB’s FSA plan to be able
 to assist employees and answer questions regarding the program. Please indicate
 in your proposal any costs associated with this service.


1. Recommended awards will be posted for review by interested parties on or about
   March 9, 2010 and will remain posted for a period of 72 hours in the Purchasing
   Department located at 29529 County Road 51, Tavares, Florida and on our
   website @ http://lake.k12.fl.us. To access information our website click on
   Departments, scroll to Purchasing to “Bid/RFP/RFQ Opportunities” and click on
   title of bid and recommendation of award. Since this information is available as
   outlined above, the Purchasing department will not mail or fax recommendation
   of award notices to all bidders. Failure to file a protest within the time prescribes
   in Section 120.57 (3), Florida Statutes, shall constitute a waiver of proceedings
   under Chapter 120, Florida statutes. Any person who is affected adversely by
   the decision or intended decision shall file with the Board a written notice of
   protest within 72 hours after the posting or notification. A formal written protest
   shall be filed within 10 calendar days after filing the notice of protest. With
   respect to a protest of the specification contained in an invitation to bid or in a
   request for proposal, the notice of protest shall be filed in writing within 72 hours
   after the receipt of the project plans and specification or intended project plans
   and specification in an invitation to bid or request for proposal (but no later than
   the time when the bids or responses must be received in order to be
   considered), and the formal writing protest shall be filed within 10 calendar days
   after the date the notice of protest is filed. The 72 hours period referred to
   herein shall not include Saturday, Sundays, or holidays. The work “holiday” shall
   mean any weekday on which the School Board’s Administrative Offices are
   closed. Failure to file a timely formal written protest shall constitute a waiver of
   proceedings under Chapter 120, Florida Statutes. The formal written protest
   shall state with particularity the facts and law upon which protest is based. Any
   person who files an action protesting a decision or intended decision person
   pertaining to a bid pursuant to FS 120.7(3)(b), shall post at the time of filing the
   formal written protest, a bond payable to the School Board of Lake County in an
   amount equal to one percent (1%) of the total estimated contract value, but not
   less than $500 nor more than $5,000,which bond shall be conditioned upon the


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     payment of all costs which may be adjudged against the protester in the
     administrative hearing in which the action is brought and in any subsequent
     appellate court proceeding. In lieu of a bond, a cashier’s check, certified bank
     cheek, bank certified company check, or money order will be an acceptable form
     of security. If after completion of the administrative hearing process and any
     appellate court proceedings, the district prevails, it shall recover all coast and
     charges which shall be included in the final order or judgment, including charges
     made by the Division of Administrative Hearings, but excluding attorney’s fees.
     Upon payment of such coasts and charges by the protester, the protest security
     shall be returned. If the protester prevails, he or she shall recover from the
     district all costs and charges which shall be include in the final order of judgment,
     excluding attorney’s fees. Upon receipt of the formal written protest and protest
     bond which has been timely filed, the district shall stop the bid solicitation
     process or the contract award process until the subject of the protest is resolved
     by final district action, unless the Superintendent sets forth in writing particular
     facts and circumstances which require the continuance of the bid solicitation
     process or the contract award process without delay in order to avoid an
     immediate and serious danger to the public health, safety, or welfare.

2.    An entity or affiliate who has been placed on the discriminatory vendor list, a list
     published by the State of Florida, may not submit a bid on a contract to provide
     goods or services to a public entity, may not submit a bid on a contract with a
     public entity for the construction or repair of a public building or public work, may
     not submit bids on leases of real property to a public entity, may not award or
     perform work as a contractor, supplier, subcontractor, or consultant under
     contract with any public entity, and may not transact business with any public
     entity.

3.    Public Entity Crimes Disclosure: A person or affiliate who has been placed on
     the convicted vendor list following a conviction for a public entity crime may not
     submit a bid on a contract to provide any goods or services to a public entity,
     may not submit a bid on a contract with a public entity for the construction or
     repair of a public building or public work, may not submit bids on leases of real
     property to a public entity, may not be awarded or perform work as a contractor,
     supplier, subcontractor, or consultant under a contract with any public entity and
     may not transact business with any public entity in excess of the threshold
     amount provided in Section 287.017, for CATEGORY TWO for a period of 36
     months from the date of being placed on the convicted vendor list.

4. Bidder warrants that he/she has not employed or retained any company or
   person other than a bona fide employee working solely for bidder, to solicit or
   secure this RFP and that he/she has not paid or agreed to pay any person,
   company, corporation, individual, or firm, other than a bona fide employee
   working solely for proposer, any fee, commission, percentage, gift or any other
   consideration contingent upon, or resulting, from the award of making of this
   RFP.

5. In case of exact tie bids, awards will be made at the discretion of the board.
   Conformity to specifications, price, quality, and time of guaranteed delivery will
   be determining factors in the awarding of the bid.


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6. In the event of an error in extending the total cost for an item, the unit price
   submitted will prevail.

7. The successful bidder will be required to submit invoices and reference purchase
   order numbers on all requests for payment. All statements must reference valid
   purchase order numbers. A separate invoice must be received for each
   purchase order number.

8. Bidders unable to submit a bid are requested to supply their business name and
   address and complete the NO BID section at the bottom of this page and return
   to the Purchasing Agent of the Lake County School Board, 29529 County Road
   561, Tavares, FL 32778.




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                                    RFP REPONSE FORM

We have reviewed in its entirety this Request for Proposal and agree to adhere to all of the
terms and conditions included herein.

   Yes              No, a list of exceptions that we would like to be considered is attached.

We submit our prices and agree to adhere to all terms and conditions and to make delivery
within     days after receipt of orders or continuous delivery as specified.


Company:

Mailing Address:

Signature: __________________________________________________________

Type name:                                                         Title:

Telephone #:                                                       Date:

Fax #:                                                             E-Mail:



NO BID:
I HEREBY SUBMIT THIS AS A “NO BID” FOR THE REASONS CHECKED BELOW:

         Insufficient time to respond

         We do not offer the product or service requested

         Our schedule will not permit us to respond to this bid

         Keep our company on this bid list for future bids

         Remove our company name from this bid list for future bids

         Other (describe briefly)




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                   SPECIAL CONDITIONS

SCOPE:   The District requests proposals from experienced and qualified
         firms to provide Third Party Administrator Services for Flexible
         Spending Accounts to the School Board of Lake County, Florida
         (“LCSB”).

         LCSB currently offers a Flexible Spending as a benefit. There
         are approximately 5500 eligible employees. Approximately 160
         employees participate In the medical and 14 participate in the
         dependent care. Four (4) employees participate in both.

         LCSB is accepting proposals for FSA:

         Flexible spending account (FSA) administration for medical
         spending and dependent care accounts

         Section 125 Plan document currently exists and can be modified
         for this plan

         1.    Provide staff to meet with LCSB to discuss the
                implementation of the medical and dependent care flexible
                spending accounts with LCSB and to develop
                administrative procedures.

         2.     Assist LCSB in the establishment of banking arrangements
                to provide funding for the reimbursement of claims.

         3.     Provide communications tools and educational information
                to be distributed to LCSB employees.

         4.     Provide timely processing of claims.

         5.     Update records of employees who change their elections
                throughout the year due to a qualifying event, such as a
                change in family status.

         6.     Implement revisions as required by regulatory changes
                and notify LCSB of pending and enacted regulatory
                changes.

         7.     Process all claims no less frequently than a biweekly basis,
                in accordance with IRS regulations, revising procedures as
                indicated by regulatory or legislative changes.

         8.     Disburse the reimbursement of a claim no more than two
                weeks from receipt of claim.

         9.    Provide access to correct and updated balance information.



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                  10. Offer direct deposit of claim payments through LCSB’s
                      selected bank.

                  11. Verify that claims meet all federal requirements for
                      reimbursement and are not duplicate or false claims before
                      processing.

                  12. Provide reports on the expenditures in each category of
                      reimbursement, such as medical, dental, etc.

                  13. Provide Explanation of Benefits forms to be mailed to the
                      participants’ homes (with the reimbursement checks if the
                      reimbursement is not direct deposited).

                  14. Provide monthly management reports to LCSB and mail
                      monthly participant statements to participants’ homes.

                  15. Provide confirmation of enrollment and/or changes.

                  16. Describe internet           access     to   account   balance   and
                      information.

                  17. Describe availability and charges for stored value/debit
                      card (Swipe Card Technology). Describe any other type of
                      automated or electronic services/reconciliation procedures
                      available from your company.

                  18. Describe your customer service center.

                  19. Although not required at this time describe your ability to
                      provide on-line enrollment.

                  20. Provide for transfer of payroll deductions to administrator
                      through EFT and online data submission.

SCOPE OF
SERVICES /
DIRECT BILLING    1.    Account for all payments received, and provide LCSB with
ADMINISTRATION:         a monthly report detailing receipts by participant and plan
                        enrollment.

                  2.    Coordinate premium payments with LCSB.

                  3.    Send late payment notifications for participants who are
                        late in submitting their payments, when applicable.

                  4.    Cancel coverage when notified to do so by LCSB for late
                        payment, when applicable.

                  5.     Provide customer service related to payments due and


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                       received, when applicable.

                6.    Change premiums when notified to do so by LCSB, and
                      issue new payment coupons or notices.

                7.    Notify LCSB within 48 hours of a change in participant
                      status.

CONTRACT        The contract period shall be effective for a 1-year period
PERIOD:         beginning upon approval by the School Board, approximately
                March 22, 2010. The School board reserves the right to renew
                this contract or any portions thereof, for a maximum of two (2)
                additional twelve-month periods, upon mutual written agreement
                at the same terms and conditions.

AWARD METHOD:   A contract will be recommended for award to the responsive and
                responsible bidder who achieves the highest point score through
                the proposal evaluation process as outlined later in this
                document under the Method of Evaluation section. LCSB
                reserves the right to negotiate with the highest ranked proposer
                regarding proposal scope, quality, price and any other issues it
                considers relevant to successful performance of the services. If
                an agreement cannot be reached with the highest ranked
                proposer, LCSB reserves the right to negotiate and recommend
                award to the next highest proposer or subsequent proposers
                until an agreement is reached. The district intends to award one
                vendor for this RFP.

                FLORIDA LICENSED INSURANCE AGENT INVOLVEMENT:
                The School Board currently utilizes the services of Brown &
                Brown, Inc. as its broker for all employee benefits and related
                services. Brown & Brown will be named as Agent of Record on
                all School Board policies and will assist the School Board in
                evaluation of proposals received pursuant to this RFP. No
                costs, (fees or commissions) are to be added for the broker.

                LOBBYING:
                Proposers are herby advised that lobbying is not permitted with
                any School Board personnel or Board members. Lobbying is
                defined as any action taken by an individual, firm, association,
                joint venture, partnership, syndicate, corporation, and all other
                groups who seek to influence the governmental decision of a
                board member or School Board personnel on the award of this
                contract. Any Proposer or individuals that lobby on behalf of a
                Proposer may by their actions cause their Proposer’s
                submission to be rejected/disqualified.



ACCEPTANCE OF   The District reserves the right to accept proposals from multiple


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VENDOR            vendors, and to accept or reject portions of a proposal based
RESPONSES:        upon the information requested. Vendors may be excluded
                  from further consideration for failure to fully comply with the
                  requirements of this RFP solely at the District’s discretion.

METHOD OF         Brown & Brown, using an Evaluation Form shown in Exhibit I,
EVALUATION:       will evaluate the proposals received. A summary of the
                  proposals and the scoring will be presented by Brown & Brown
                  to the evaluation committee. The evaluation committee may
                  accept or change the ranking of the proposals by Brown and
                  Brown. If the committee concurs with the ranking by Brown and
                  Brown the top three firms will be considered the short list.

                  The short-listed respondents may be invited to make an oral
                  presentation to further explain their proposal. If this is required,
                  the Committee members will assign each presentation one, two,
                  or three points (three being the highest) to indicate their ranking.
                  These points will be added together to determine the
                  Committee’s final, ranked, short-list.

NON-EXCLUSIVE     This RFP does NOT establish an exclusive arrangement
AGREEMENT:        between the district and vendor. The district reserves, but is not
                  limited to, the following rights:

                     The right to use others to perform work and services
                      described in this RFP;
                     The right to request proposals from other Vendors for work
                      described in the RFP;
                     The unrestricted right to bid any work or services described
                      herein.

QUALIFICATIONS    The District expressly reserves the right to reject any proposal if
OF VENDORS:       it determines that the business and technical organization,
                  equipment, financial and other resources, or experience of
                  vendor, compared to work proposed, justifies such rejection.

AMENDMENT &       The District reserves the right to cancel, recall and/or reissue all,
CANCELLATION:     or any part, of this RFP, at anytime. This Agreement executed
                  with the highest ranked proposer may be terminated by the
                  SCHOOL BOARD, with or without cause, for its convenience,
                  upon no less than fifteen (15) days written notice to the
                  CONTRACTOR of such intent to terminate. In such event, the
                  CONTRACTOR will be entitled to compensation for services
                  competently performed up to the date of termination.

WITHDRAWAL:       By written request to the Purchasing Department, vendor may
                  withdraw from the RFP process at any time before the closing
                  date for the receipt of proposals.

CONFIDENTIALITY   The district reserves the right to retain all copies of vendor


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OF INFORMATION:     proposals submitted in response to this Request for Proposals.
                    You are hereby notified that under FS 119.07, (“Florida’s
                    Sunshine Law”) proposals submitted in response to this
                    solicitation cannot be granted immunity from public scrutiny. All
                    information submitted must be made available to the public
                    for examination, if so requested. Vendor requests to hold
                    certain submitted materials in confidence cannot be honored. If
                    it is essential to your organization that certain materials are kept
                    confidential, and they are a required element of this Request for
                    Proposal, it is recommended that you decline to respond to this
                    solicitation.

PROPOSAL            The costs of developing proposals are entirely the responsibility
PREPARATION         of the vendor, and shall not be charged in any manner to the
COSTS:              district. This includes, but is not limited to, the direct cost of
                    vendor personnel assigned to prepare vendor’s response to the
                    RFP and any out-of-pocket expense (including, but not limited
                    to, travel, accommodation, supplies) incurred by vendor in
                    preparing the response to the RFP.

SUPPLEMENTAL        Proposals shall meet the requirements and conform to the
MATERIALS:          format prescribed in this RFP. As additions to this required
                    format, vendor is permitted to submit supplemental materials to
                    the base proposal, when vendor determines a need to more fully
                    explain aspects of vendor’s solution, applications or services.
                    Any such additions must be explicitly identified.

SOLICITATION OF     The District expressly prohibits vendor from making any offer of
DISTRICT            employment, equivalent offer or any other offering of value to
EMPLOYEES:          any Board Member or employee of the district.

PRESS RELEASES      No announcements or news releases pertaining to vendor’s
& PUBLICITY:        participation in this RFP, the selection of proposal or award of
                    contract shall be made by vendor, its representatives or agents
                    until a final award has been made by the District.

PRIME               The District will consider the selected vendor to be the sole point
CONTRACTOR          of contract with regard to all contractual matters, including
RESPONSIBILITIES:   payment of any and all charges.

ASSIGNMENT OF       The final contract to be awarded and any amounts to be paid
CONTRACT:           thereunder shall not be transferred, pledged, or assigned
                    without the prior written approval of the district.

SUB-                Vendor must describe in the proposal, all responsibilities that
CONTRACTORS:        vendor anticipates assigning or subcontracting, identify the
                    subcontractor and also describe how vendor will manage these
                    subcontractors.

LICENSES &          Vendor shall obtain and pay for all necessary licenses, permits,


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PERMITS:        and related documents, required to comply with the proposal.
                Vendor shall save and hold harmless the district as a result of
                any infraction of the aforementioned.

PROPOSAL        Nine (9) complete copies (1 original and 8 copies) of the
CONTENT &       proposal shall be submitted by respondents. Each proposal
SUBMITTAL:      shall include all information and submittals requested in this
                RFP. Incomplete proposals may be declared non-responsive.

PROPOSAL        Respondents are expected to organize their proposals in such a
ORGANIZATION:   manner as to facilitate the evaluation process. Proposals
                should be keyed or indexed to correspond with this RFP.
                Responses should be correlated to the specific Submittal,
                Criterion, Section or Paragraph Number of the RFP being
                addressed.      Evaluation Committee members will make a
                reasonable effort to locate information in the proposals;
                however, failure to follow this suggested format may make
                location of critical submittal information difficult, possibly
                resulting in a loss of appropriate point credit or complete
                rejection of your proposal.

KEY EVENTS &    February 3, 2010            Deadline      for    mailing     RFP
DATES:                                      announcement to prospective bidders
                February 15, 2010           Deadline for Questions @ 2:00 p.m.
                February 17, 2010           Deadline for addendums

                February 25, 2010           Public Bid Opening: Proposals due @
                                            2:00 p.m.
                March 4, 2010               Evaluate    proposals   and    make
                                            selection
                March 10, 2010              Posting         of        Committee
                                            Recommendation
                March 22, 2010              Award

ATTACHMENTS:    ATTACHMENT A:               Cost Proposal Form
                ATTACHMENT B:               Sample Agreement (Final agreement
                                            to be developed after negotiations with
                                            selected proposer.)
                ATTACHMENT C:               Vendor Data Sheet
                ATTACHMENT D:               Reference Data Sheet
                ATTACHMENT E:               Public Entity Crimes Affidavit
                ATTACHMENT F:               Non-Collusion Affidavit Vendor Data
                                            Sheet
                ATTACHMENT G:               Federal Debarment Form
                RFP Response Form           Page 5

                EXHIBIT I                   Proposal Evaluation Sample
                EXHIBIT II                  Questionnaire

RESPONSE        This section outlines the requirements that the proposer is


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INSTRUCTIONS:   requested to address in order to comply with this RFP. It is
                important that the format is followed as presented here.
                Priorities will be used to weight responses to determine overall
                applicability; therefore it is very important that we receive
                responses to all requirements. The District reserves the right to
                change the priority of requirements.

                All proposals must be typewritten on 8½” x 11” paper and
                contain a table of contents delineating responses to each
                section. Proposals must be organized and indexed in the
                format identified herein. Each section must contain all items in
                the sequence identified. An authorized official must sign
                proposals. Please provide:

                1. A total of 9 hard copies of the response in the format
                   outlined and one proposal on a CD.
                2. One (1) of the copies shall be unbound in a format made
                   ready for photocopying for ease of reproduction by the
                   District.

                RESPONSE FORMAT:
                Submittal A: Cover Letter
                Outline the operational, customer service and technical contacts
                within your organization. Provide the names, titles, telephone
                numbers, and email addresses of those individuals with
                authority to negotiate and contractually bind the company.
                District will use this information to obtain clarification of
                information provided. In addition, this letter shall include a
                statement by the supplier accepting all terms and conditions
                listed in this RFP.

                Submittal B: Company Profile
                Respondents must specify experience in providing Third Party
                Administration (TPA) Services, specifically for Flexible Spending
                Accounts with similar size and scope as to the requirements
                described herein. Respondents must address the availability of
                at least one (1) consultant who will be available as needed to
                work with the members of the designated LCSB Compensation,
                Benefits and Employee Relations Department in completing the
                work required.      Respondents must provide information
                regarding:

                   The names and addresses of previous clients for whom
                    similar services were provided within the past five years.
                    Include a description of the size and complexity of the
                    organizations for which the services were provided.

                   Evidence that the services were provided in cost effective
                    and high quality manner
                   The number of years the firm has been engaged in providing


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    TPA Services, specifically involving Flexible Spending
    Accounts along with any other information which would
    document the respondent’s credentials and experience,
    including qualifications for personnel to be assigned to the
    Lake County Schools account.

   Workload capacity restrictions or additional commitments or
    contracts that might impede progress on this project.

Submittal C: Reference Data Sheet
Current references, preferably for organizations in the School
Board’s immediate or nearby area, are to be provided.

Proposers are asked to provide name, address and phone
number of five organizations government entities which are of
similar size and/or which have similar programs to those being
proposed to the School Board.
 Employees of the Lake County School Board may not be used
as references.

Submittal D: Proposed Solution
Provide a synopsis of your proposed solution. Follow the format
as noted below:

   Summary: Provide a general description for the proposed
    solution to meet the District’s employee awareness and
    education; implementation including financial relationships
    and enrollment. This should include the major features of its
    proposed         solution(s),  including     any conclusions,
    assumptions and recommendations the proposer desires to
    make.       The Executive Summary should be designed
    specifically for review by a non-technical audience and
    senior management to demonstrate the respondent’s ability
    to illustrate its understanding of the task.

   Solution(s): Provide in detail your proposed solution to
    deliver the services described in the included Scope of
    Services. Take into consideration the information provided
    regarding our current number of employees, timeframes for
    implementation, Section 125 document, and possible future
    needs, such as online enrollment. Include information on
    direct deposit and banking relationships, maintenance of the
    program, financial and auditable records to be maintained
    and provided to the District upon request, and a summary of
    the available and recommended swipe card technology
    proposed.

    1.    Processes and Procedures
          The proposer shall provide detailed processes and
          procedures as to how they will implement, administer


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         and manage this program.
   2.    Resources (Labor)
         Proposer shall state the number of full time equivalent
         employees that are utilized for providing the services,
         on-site (and off-site, if applicable).
   3.    Resources (off-site Facilities)
         If the proposed solution includes off-site facility
         services, then provide the address of the off-site
         location, number of miles from the District location to
         be serviced and detailed service capabilities that would
         support the District’s program.
   4.    Communications
         Proposer shall detail all applicable communications
         processes for any solution offered. If Proposer’s
         solution includes web-based or other electronic
         communication capabilities, provide a detailed
         description of the process and its options, along with a
         demonstration of the software on CD or by web site.
         Include a url address and access code for committee
         review purposes.
   5.    Finance and Accounting
         Proposer shall provide detailed description of the billing
         and reconciliation process. This description must
         include all details for the financial arrangement
         between the District and the Proposer.
   6.    Project Team
         Provide an organizational chart that provides the
         structure of the Proposer’s key personnel designated
         to work on the ongoing aspects of this contract.
         Identify the level of responsibility for each position.

Submittal E: Pricing
Clearly define all fees that may be incurred by District over a
multi-year contract term. Pricing should include any and all third
party subcontractor fees, project management fees, materials
and supplies fees, labor costs and any other fee that may be
incurred by District. Suppliers shall quote their pricing, per the
directions outlined in the cost proposal form included in this
RFP. See Attachment A.

A. District’s Vision and Expectations of the Relationship

   1. Vision – District seeks to create a realistic, timely, and
      cost effective approach to establishing and implementing
      Flexible Sending Accounts for the School System. This
      approach may consist of on-site solutions, off-site
      solutions or a combination of both. Regardless of the
      approach, the solution implemented shall provide a
      customer service oriented process and provide, at a
      minimum, the Services described in this Scope of


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                                 Services. The selected proposer will work under the
                                 oversight of the Risk Management/Compensation,
                                 Benefits and Employee Relations Department of the
                                 Lake County School District.

                             2. District Expectations – District expects the awarded
                                contractor to:
                                 Perform accurate, dependable and auditable work in
                                   conformance with the highest professional standards
                                   and the terms of the Service Agreement negotiated
                                   between the parties.
                                 Work closely with District to ensure the Service Levels
                                   are met at all times.
                                 Utilize experienced, skilled, and properly trained
                                   personnel.
                                 Implement innovative, effective, and flexible work
                                   practices.
                                 Utilize accessible and integrated information systems.

                                  District also expects the awarded contractor to display
                                  the following qualities:
                                   A serious and rigorous commitment to safety
                                    practices.
                                   A detailed understanding of District’s needs.
                                   Strong work management capabilities.
                                   Forward-looking expertise and a commitment to
                                    bringing in new technologies and processes.

District Policies and   The policies set forth below are Terms and Conditions defined
General                 in the District’s Services Agreement. The Supplier should be
Requirements            aware that District will have the same expectations of contracted
                        workers as regular District employees when they are assigned
                        to work at District owned locations. Violation of these policies,
                        or others in the contract, may be grounds for termination.

                        1.     Authorized Access – A name badge is required to enter
                               District buildings.

                        2.     Certification Service – The Supplier shall be required to
                               ensure that its employees and subcontractors performing
                               work at the Offices are properly certified and eligible to
                               work in the United States.

                        3.     District is committed to maintaining a safe and drug-free
                               work environment. The Supplier shall be responsible for
                               ensuring that its employees and work areas remain drug
                               free through the performance of their duties at the Offices.

                        4.     Safety – Safety is a top priority at District. District believes
                               that “safety first” standards throughout the company is

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       critical to minimizing risks and maximizing resources. The
       Supplier shall be responsible for knowing and complying
       with District’s safety, security and emergency policies and
       procedures. Supplier employees and subcontractors shall
       also become familiar with and adhere to District’s safety
       policies while on District property.

5.     Environmental Compliance – The Supplier shall provide a
       list of all chemicals used in the performance of the contract
       to the Offices point of contact prior to use. All chemicals
       shall be used in compliance with all applicable Federal,
       State, and Local laws. The Supplier and its personnel
       shall demonstrate their understanding of these laws and
       must document compliance procedures. The Supplier
       shall be responsible for maintaining all Material Safety
       Data Sheets (MSDS) for all chemicals used in
       performance of this contract and have copies of such
       documents on the premises.

6.     Energy Conservation – District actively seeks to minimize
       energy usage, both to meet facilities cost reduction targets
       and in keeping with its environmental objectives. The
       Supplier’s processes and procedures shall assist District in
       achieving these goals.

7.     Compliance with Laws – The Supplier must comply with all
       applicable laws, rules, and regulations of Federal, State,
       and local governments, including OSHA, equal opportunity
       laws, and environmental laws. Failure to comply with laws
       may result in the termination of the contract. The Supplier
       shall immediately correct any work, and replace any
       material, which does not comply with such laws, rules and
       regulations at its own expense.

8.     Subcontractors – Prior to subcontracting any of the
       Services, the Supplier shall notify District of the proposed
       subcontract and shall obtain District’s approval in writing of
       such subcontract.          Prior to amending, modifying or
       otherwise supplementing any subcontract relating to the
       Services, the Supplier shall notify District of the proposed
       amendment, modification or supplement and shall obtain
       District’s approval in writing. If requested by District,
       Supplier’s Subcontractor will be required to submit to a
       security site visit prior to final written approval from District.

       No subcontracting shall release the Supplier from its
       responsibility for its obligations under this Agreement. The
       Supplier shall be responsible for the work and activities of
       each of its Agents, including compliance with the terms of
       this Agreement. The Supplier shall be responsible for all


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                  payments to its subcontractors.

                  The Supplier shall promptly pay for all services, materials,
                  equipment and labor used by the Supplier in providing the
                  Services and the Supplier shall keep District’s premises
                  free of all liens.

QUESTIONS:   Clarification of any language in the RFP may be obtained by
             fax, email or US mail. Verbal discussion of items in the RFP
             with District personnel is not to be construed as changing any of
             the Request For Proposal requirements.             Any additional
             information or addendums will be posted on the Lake County
             Schools Purchasing website at http://lake.k12.fl.us. Vendor is
             responsible for monitoring this website for addenda. All
             questions/concerns shall be received by no later than 2:00 PM,
             local time, Monday, February 15, 2010, and be directed, in
             writing, to:

             Diane Bennett, Certified Assistant Purchasing Agent
             E-mail:  bennettd@lake.k12.fl.us
             Fax:     352-742-8516
             Address: 29529 CR 561
                      Tavares, FL 32778




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                                             Exhibit I

                              PROPOSAL EVALUATION FORM


In order to receive point credit for any criterion listed below, proposals must include evidence
that the specific requirement can been met. This evidence may take the form of written
documentation, video, tape or any other form required by the RFP. The quality and
completeness of those submittals will be judged by the Brown and Brown, the broker/consultant
for the District and conveyed in a summary to the evaluation committee.

                                                                 MAXIMUM
                                                                 ASSIGNED        SCORE
                                                                  POINTS
SUBMITTAL A:
Cover Letter                                                              10
SUBMITTAL B:
Company Profile                                                           10
SUBMITTAL C:
Letters of Reference                                                      10
SUBMITTAL D:
                                                                          45
Proposed Solution
SUBMITTAL E:
                                                                          25
Pricing
TOTAL SCORE                                                           100




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                                         Exhibit II

                       THIRD PARTY ADMINISTRATOR (TPA)
                      FLEXIBLE SPENDING ACCOUNTS (FSA)

           QUESTIONNAIRE- PLEASE ATTACH ANSWERS SEPARATELY

A.     BACKGROUND/EXPERIENCE
       1.   Provide a brief (one page or less) history of your organization.
       2.   How long has your company been doing business in Florida?
       3.   How long has your company been providing TPA services in Florida?
       4.   Provide the location of the office that will manage the account and
            provide the names of the individuals who will be responsible for all
            aspects of account service.
       5.   List three (3) references of public employers for which you have
            implemented a similar program.
       6.   Do you have a toll-free number available for employees to check their
            current Flexible Spending Account balance?
       7.   Has the Florida Department of Insurance made any complaints or
            inquiries in the past three (3) years with respect to your FSA
            management? If yes, please provide details.

B.     PROCEDURES
       1.   How often will disbursement for medical care and dependent care
            reimbursements be paid?
       2.   What is the turnaround time for claims submission?
       3.   What methods are available for enrollees to submit for reimbursement?
       4.   Will enrollees receive balance statements? If yes, how often?
       5.   Explain how an employee may resolve issues, questions, and errors
            involving the FSA account.
       6.   Provide sample account statements.
       7.   Provide a sample claim form for medical care and dependent care.
       8.   Describe how a Flexible Spending Account claim would flow through your
            organization including the steps involved in the review and points of
            contact with personnel.
       9.   What are your claim turnaround standards?
       10.  Describe how you verify eligibility.
       11.  Is there a minimum dollar amount required before a check will be issued?
            If yes, state the minimum amount.
       12.  Will you process run-out claims after plan termination? If yes, for how
            long? If yes, at what cost?

Information Only: the information requested below is for information only and not a part
of evaluation.

Please list other types of products that are offered by your firm. Example, HSA, HSSA,
HRA




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                                     ATTACHMENT A

                            DETAILED COST PROPOSAL
                          FLEXIBLE SPENDING ACCOUNTS

There are approximately 5,500 active employees eligible for Flexible Spending
Accounts. However, at this time we do not have an accurate estimated number of
employees who may elect to participate in this program. Based on the above, please
provide your cost per participant and/or flat fee cost for the service to LCSB for each of
the following components of flexible spending account administration. If a component
fee cost varies based on the participation level, please indicate at what level these
changes would occur and their associated costs in this same format on a separate
sheet. No costs, (fees or commissions), to be added in for the broker.

                                                                                       Flat Fee for
                       Component                                   Per Participant
                                                                                     Service to LCSB
 Set up fee – initialization of LCSB records on vendor’s
                                                                       $                 $
 system.
 Annual set up and/or renewal fee – annual
 enrollment of participants and establishment of                       $                 $
 participant records.
 Plan Document Fee – creation/adaptation of plan
                                                                           N/A               N/A
 document: Sec 125 Document exists.
 Summary Plan Description – providing master
                                                                       $                 $
 written and electronic SPD.
 Summary Plan Description – copies for distribution                    $                 $
 to enrolled members and additional 150 copies for
 LCSB.
 Participant Guides – providing master written and                     $                 $
 electronic copy of material.
 Participant Guides – copies for distribution to eligible              $                 $
 employees and additional 150 copies for LCSB.
 Enrollment Meetings – participation in annual open                    $                 $
 enrollment.
 Monthly Per Participant Fees – monthly fee for each                   $                 $
 participant, to include both medical spending and
 dependent care accounts for that participant.
 Debit Card Fees – monthly fee for each participant                    $                 $
 (Swipe Card Technology).
                                                                       $                 $
 Internet Access Fee
 Minimum Fee Billing – minimum monthly fee or                          $                 $
 number of participants for which LCSB would be billed.
 Other – list any other costs associated with providing                $                 $
 FSA administration services to LCSB. If necessary,
 please list additional components in this same format
 on a separate sheet.



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Multiple Year Fee Guarantee – are you willing to
extend a fee guarantee, and, if so, for how many
years?




                                       Page 21 of 44
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                               SUBMITTALS CHECKLIST

To ensure your proposal contains all requested information, and to avoid possible
disqualification, please use this checklist as a reminder, by placing a check in each box
after verifying that the item is included in your proposal. Include this completed checklist
along with your proposal.



   Submittal A       Cover Letter

   Submittal B       Company Profile

   Submittal C       Letters of Reference

   Submittal D       Proposed Solution

   Submittal E       Pricing (Attachment A)

    EXHIBIT II       Third Party Questionnaire Responses

  Attachment A       Detailed Cost Proposal

                     Completed and Signed RFP Response Form




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                                        ATTACHMENT B
                              AGREEMENT FOR CONTRACTOR SERVICES

       THIS AGREEMENT is entered into by and between The School Board of Lake
County, Florida, whose address is 201 West Burleigh Boulevard, Tavares, Florida
32778 (hereinafter referred to as the “SCHOOL BOARD”), and Insert Company Name,
whose address is Insert Company Address (hereinafter referred to as the
“CONTRACTOR”), on the date the SCHOOL BOARD signs below.

        NOW, THEREFORE, in consideration of the mutual benefits accruing to the
parties to this Agreement, and for other good and valuable considerations, the receipt of
which is hereby acknowledged, the parties agree as follows:

1.      Services. The CONTRACTOR shall perform the following services: SEE
EXHIBIT “A,” which is attached and incorporated by reference herein. Nothing herein
shall limit the SCHOOL BOARD'S right to obtain proposals or services from other
professionals for similar projects. The CONTRACTOR agrees to comply with all terms
and conditions of RFP #3158DB for Third Party Administrator / Flexible Spending
Accounts, such terms and conditions being incorporated by reference.

       2.     Insurance.

              A.      The CONTRACTOR shall maintain throughout this Agreement the
                      following insurance:

                      (i)       Comprehensive General Liability insurance in the amount
                                of one million dollars ($1,000,000);

                      (ii)      Automobile Liability Insurance covering all owned, non-
                                owned and hired vehicles used in connection with the
                                operations of the CONTRACTOR, in an amount not less
                                than five hundred thousand dollars ($500,000) combined
                                single limit per occurrence for bodily injury and property
                                damage with the SCHOOL BOARD as an additional
                                named insured; and

                      (iii)     Workers’ Compensation Insurance for all employees of the
                                CONTRACTOR as required by Florida Statutes. A Waiver
                                of Subrogation in favor of The School Board of Lake
                                County, Florida and its members, officers and employees
                                shall be endorsed onto the Workers’ compensation policy

                      (iv)      Professional      Liability   coverage   in   the   amount   of
                                $1,000,000.


              B.      The School Board of Lake County, Florida and its members,
                      officers and employees shall be an additional insured on those
                      insurance coverages/policies listed above except Workers’
                      Compensation and Professional Liability.


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C.   The insurance coverage required shall include those
     classifications, as listed in standard liability insurance manuals,
     which most nearly reflect the operations of the CONTRACTOR.

D.   The CONTRACTOR shall ensure that all insurance policies
     required by this section are issued by companies with either of the
     following qualifications:

     (i)      The company must be (1) authorized by subsisting
              certificates of authority by the Department of Insurance of
              the State of Florida or (2) an eligible surplus lines insurer
              under Florida Statutes. In addition, the insurer must have
              a Best’s Rating of “B+” or better according to the latest
              edition of Best’s Key Rating Guide, published by A.M. Best
              Company; or

     (ii)   With respect only to the Workers’ Compensation Insurance,
            the company must be (1) authorized as a group self-insurer
            pursuant to Florida Statutes or (2) authorized as a
            commercial self-insurance fund pursuant to Florida Statutes.

E.   Neither approval nor failure to disapprove the insurance furnished
     by the CONTRACTOR to the SCHOOL BOARD shall relieve the
     CONTRACTOR of the CONTRACTOR’S full responsibility to
     provide insurance as required under this Agreement.

F.   The CONTRACTOR shall be responsible for assuring that the
     insurance remains in force for the duration of this Agreement,
     including any and all option years that may be granted to the
     CONTRACTOR. The certificate of insurance shall contain the
     provision that the SCHOOL BOARD be given no less than thirty
     (30) days written notice of cancellation. If the insurance is
     scheduled to expire during the contractual period, the
     CONTRACTOR shall be responsible for submitting new or
     renewed certificates of insurance to the SCHOOL BOARD at a
     minimum of fifteen (15) calendar days in advance of such
     expiration

G.   Unless otherwise notified, the certificate of insurance shall be
     delivered, within 10 days, to:

              Lake County Schools
              Purchasing Department
              29529 County Road 561
              Tavares, Florida 32778

H.   The name and address of the Certificate Holder on the certificate
     of insurance must be:



                          Page 24 of 44
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                              The School Board of Lake County, Florida
                              201 West Burleigh Boulevard
                              Tavares, Florida 32778

               I.     In the event that CONTRACTOR fails to maintain insurance as
                      described in Section 2, paragraph “A” of this Agreement,
                      CONTRACTOR agrees that such failure will constitute a material
                      breach of this Agreement and the SCHOOL BOARD shall have
                      the right to terminate this Agreement without further liability.
                      Further, CONTRACTOR agrees that upon such breach, the
                      SCHOOL BOARD may take any action necessary at law or in
                      equity to preserve and protect SCHOOL BOARD’S rights.

        3.      Indemnification. The CONTRACTOR agrees to make payment of all
proper charges for labor required in the aforementioned work and CONTRACTOR shall
indemnify SCHOOL BOARD and hold it harmless from and against any loss or damage,
claim or cause of action, and any attorneys' fees and court costs, arising out of: any
unpaid bills for labor, services or materials furnished pursuant to this Agreement; any
failure of performance of CONTRACTOR under this Agreement; or the negligence of
the CONTRACTOR in the performance of its duties under this Agreement, or any act or
omission on the part of the CONTRACTOR, his agents, employees, or servants.
CONTRACTOR shall defend, indemnify, and save harmless the SCHOOL BOARD or
any of their officers, agents, or servants and each and every one of them against and
from all claims, suits, and costs of every kind and description, including attorney’s fees,
and from all damages to which the SCHOOL BOARD or any of their officers, agents, or
servants may be put by reason of injury to the persons or property of others resulting
from the performance of CONTRACTOR’S duties under this Agreement, or through the
negligence of the CONTRACTOR in the performance of its duties under this Agreement,
or through any act or omission on the part of the CONTRACTOR, his agents,
employees, or servants. CONTRACTOR shall provide such indemnity regardless of the
negligence or other culpability of the SCHOOL BOARD, excluding only those
circumstances where the SCHOOL BOARD is solely negligent.

        4.    Codes, Laws, and Regulations. CONTRACTOR will comply with all
applicable codes, laws, regulations, standards, and ordinances in force during the term
of this Agreement.

       5.     Permits, Licenses, and Fees. CONTRACTOR will obtain and pay for all
permits and licenses required by law that are associated with the CONTRACTOR'S
performance of the Scope of Services.

        6.      Access to Records. CONTRACTOR will maintain accounting records in
accordance with generally accepted accounting principles and practices to substantiate
all invoiced amounts. CONTRACTOR shall ensure that such records are available for
examination by the SCHOOL BOARD during CONTRACTOR'S normal business hours.
CONTRACTOR shall maintain such records for a period of three (3) years after the date
of the invoice.

      7.     Contingent Fees Prohibited. The CONTRACTOR warrants that he or
she has not employed or retained any company or person, other than a bona fide


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employee working solely for the CONTRACTOR, to solicit or secure this Agreement and
that he or she has not paid or agreed to pay any person, company, corporation,
individual, or firm, other than a bona fide employee working solely for the
CONTRACTOR any fee, commission, percentage, gift, or other consideration contingent
upon or resulting from the award or making of this Agreement. In the event of a breach
of this provision, the SCHOOL BOARD shall have the right to terminate this Agreement
without further liability and at its discretion, deduct from the contract price, or otherwise
recover, the full amount of any such fee, commission, percentage, gift, or consideration
paid in breach of this Agreement.

         8.     Payment. SCHOOL BOARD shall compensate CONTRACTOR for their
services in the following manner: SEE EXHIBIT “B”. No other costs or services shall be
billed to the SCHOOL BOARD.

         9.      Ownership of Documents.        All data, specifications, calculations,
estimates, plans, drawings, construction documents, photographs, summaries, reports,
memoranda, and other documents, instruments, information and material prepared or
accumulated by the CONTRACTOR (or by such sub-consultants and specialty
consultants) in rendering services hereunder shall be the sole property of the SCHOOL
BOARD who may have access to the reproducible copies at no additional cost other
than printing. Provided, that the CONTRACTOR shall in no way be liable or legally
responsible to anyone for the SCHOOL BOARD's use of any such materials for another
PROJECT, or following termination. All original documents shall be permanently kept
on file at the office of the CONTRACTOR.

         10.   Independent Contractor. The CONTRACTOR agrees that he or she is
an independent contractor and not an agent, joint venturer, or employee of the SCHOOL
BOARD, and nothing in this Agreement shall be construed to be inconsistent with this
relationship or status. None of the benefits provided by the SCHOOL BOARD to its
employees, including but not limited to, workers’ compensation insurance,
unemployment insurance, or retirement benefits, are available from the SCHOOL
BOARD to the CONTRACTOR. Further, CONTRACTOR will be responsible for paying
its own Federal income tax and self-employment tax, or any other taxes applicable to
the compensation paid under this Agreement. The CONTRACTOR shall be solely and
entirely responsible for his or her acts during the performance of this Agreement.

         11.    Assignment. Neither party shall have the power to assign any of the
duties or rights or any claim arising out of or related to the Agreement, whether arising
in tort, contract, or otherwise, without the written consent of the other party. These
conditions and the entire Agreement are binding on the heirs, successors, and assigns
of the parties hereto.

        12.    No Third Party Beneficiaries. This Agreement gives no rights or
benefits to anyone other than the CONTRACTOR and the SCHOOL BOARD.

        13.   Jurisdiction. The laws of the State of Florida shall govern the validity of
this Agreement, its interpretation and performance, and any other claims related to it. In
the event of any litigation arising under or construing this Agreement, venue shall lie
only in Lake County, Florida.



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          14.   Term and Termination. The term of this Agreement shall be for an
initial term, up through and including one (1) years from the date of execution. This
Agreement may be renewed for two additional twelve-month periods, if mutually agreed
to by the parties. Any renewals shall be in writing and signed by both parties. All or part
of this Agreement may be terminated by the SCHOOL BOARD, with or without cause,
for its convenience, upon no less than fifteen (15) days written notice to the
CONTRACTOR of such intent to terminate. In such event, the CONTRACTOR will be
entitled to compensation for services competently performed up to the date of
termination.

        15.       Nonappropriation. The CONTRACTOR understands and agrees that
this Agreement is subject to the availability of funds to the SCHOOL BOARD to
purchase the specified products/services. As used herein, a “nonappropriation” shall
be defined as an occurrence wherein the SCHOOL BOARD, in any fiscal period, does
not allocate funds in its budget for the purchase of the specified products/services or
other amounts owed pursuant to this Agreement, from the source of funding which the
SCHOOL BOARD anticipates using to pay its obligations hereunder, and the SCHOOL
BOARD has no other funds, from sources other than ad valorem taxes, which it deems
to be available to pay its obligations under this Agreement. The SCHOOL BOARD may
terminate this Agreement, with no further liability to the CONTRACTOR, effective the
first day of a fiscal period provided that:

               (a)    a nonappropriation has occurred, and
               (b)    the SCHOOL BOARD has provided the CONTRACTOR with
                      written notice of termination not less than fifteen (15) days before
                      the proposed termination date.

       Upon the occurrence of such nonappropriation, the SCHOOL BOARD shall not
be obligated for payment for any fiscal period for which funds have not been
appropriated.

       16.    Contact Person. The primary contact person under this Agreement for
the CONTRACTOR shall be Insert Contact for Agreement. The primary contact
person under this Agreement for the SCHOOL BOARD shall be Lauren DeRidder, Risk
Manager.

        17.     Approval of Personnel. The SCHOOL BOARD reserves the right to
approve the contact person and the persons actually performing the CONTRACTOR
services on behalf of CONTRACTOR pursuant to this Agreement. If SCHOOL BOARD,
in its sole discretion, is dissatisfied with the contact person or the person or persons
actually performing the services on behalf of CONTRACTOR pursuant to this
Agreement, SCHOOL BOARD may require that the CONTRACTOR assign a different
person or persons to be the contact person or to perform the CONTRACTOR services
hereunder.

        18.    Disclosure of Conflict. The CONTRACTOR has an obligation to
disclose to the SCHOOL BOARD any situation that, while acting pursuant to this
Agreement, would create a potential conflict of interest between the CONTRACTOR and
his duties under this Agreement.



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       19.      Background Investigations.        The CONTRACTOR represents and
warrants to the SCHOOL BOARD that the CONTRACTOR has read and is familiar with
Florida Statute Sections 1012.315, 1012.32, 1012.465, 1012.467, and 1012.468
regarding background investigations. CONTRACTOR covenants to comply with all
requirements of the above-cited statutes and shall provide SCHOOL BOARD with proof
of compliance upon request. CONTRACTOR agrees to indemnify and hold harmless the
SCHOOL BOARD, its officers, agents and employees from any liability in the form of
physical injury, death, or property damage resulting from the CONTRACTOR’S failure to
comply with the requirements of this paragraph or Florida Statute Sections 1012.315,
1012.32, 1012.465, 1012.467 and 1012.468.

        20.     Default; Liquidated Damages.            In the event of default by
CONTRACTOR for failure to perform under this Agreement the CONTRACTOR shall
pay the SCHOOL BOARD as liquidated damages a minimum amount of either 10% of
the total price of the Contract or $5,000.00, whichever amount is larger.

         21.     Attorneys’ Fees. In the event litigation is required by either party to
enforce the terms of this Agreement, the prevailing party of such action shall, in addition
to all other relief granted or awarded by the court, be entitled to judgment for reasonable
attorney’s fees, incurred by reason of such action and all costs of arbitration or suit and
those incurred in preparation thereof at both the trial and appellate levels, and in
bankruptcy proceedings.

     22.    Modifications and Amendments. This Agreement may be modified or
amended only by a written document signed by authorized representatives of the
CONTRACTOR and SCHOOL BOARD.

        23.   Subcontracts and Assignment. CONTRACTOR shall not subcontract
or assign any of the work contemplated under this Agreement without first obtaining
written approval from the SCHOOL BOARD. Any subcontractor or assignee shall be
bound by the terms of this Agreement, including, but not limited to, the fingerprinting,
insurance and indemnification provisions.

       24.    Entire Agreement. This constitutes the entire agreement between
SCHOOL BOARD and CONTRACTOR and supersedes any prior or contemporaneous
understanding or agreement with respect to the services contemplated herein.

        25.     Severability Clause. If any provision of this Agreement is held in whole
or in part to be unenforceable for any reason, the remainder of that provision and/or the
entire agreement shall be severable and remain in effect.

       26.     Notices.

       a.)   All notices, demands, or other writings required to be given or made or
             sent in this Agreement, or which may be given or made or sent, by either
             party to the other, shall be deemed to have been fully given or made or
             sent when in writing and addressed as follows:

                           SCHOOL BOARD: Superintendent
                                         201 West Burleigh Boulevard


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                                                 Tavares, Florida 32778

                           CONTRACTOR:           Insert Company Name
                                                 Insert Street
                                                 Insert City, State Zip

       b.)   All notices required, or which may be given hereunder, shall be considered
             properly given if (1) personally delivered, (2) sent by certified United States
             mail, return receipt requested, or (3) sent by Federal Express or other
             equivalent overnight letter delivery company.

       c.)   The effective date of such notices shall be the date personally delivered, or
             if sent by mail, the date of the postmark, or if sent by overnight letter
             delivery company, the date the notice was picked up by the overnight
             delivery company.

       d.)   Parties may designate other parties or addresses to which notice shall be
             sent by notifying, in writing, the other party in a manner designated for the
             filing of notice hereunder.

         27. Authority. Each person signing this Agreement on behalf of either party
individually warrants that he or she has full legal power to execute this Agreement on
behalf of the party for whom he or she is signing, and to bind and obligate such party
with respect to all provisions contained in this Agreement.




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        IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the respective dates under each signature.

                                            “SCHOOL BOARD”

                                            THE SCHOOL BOARD             OF    LAKE
                                            COUNTY, FLORIDA

                                            By: ______________________________
                                                  Cindy Barrow, Chairperson

                                                    Date:
______________________________

Approved as to form:                        Attest: ____________________________
                                                    Dr. Susan Moxley, Superintendent

________________________
School Board Attorney

                                            “CONTRACTOR”

                                            Insert Company Name

                                            By: ____________________________


                                            Its: Typed Name, Title

                                            Date: ___________________________




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                                    EXHIBIT “A”


I.   SCOPE OF SERVICES:               The CONTRACTOR shall provide flexible
     spending account (FSA) administration for medical spending and dependent
     care accounts on behalf of the SCHOOL BOARD OF LAKE COUNTY. All
     banking arrangements will be mutually agreed upon between the company and
     the School Board of Lake County through it Chief of Business Services.

     Services provided by the CONTRACTOR shall include, but not be limited to:

     1. Provide staff to meet with LCSB to discuss the implementation of the medical
        and dependent care flexible spending accounts with LCSB and to develop
        administrative procedures.

     2. Assist LCSB in the establishment of banking arrangements to provide funding
        for the reimbursement of claims.

     3. Provide communications tools and educational information to be distributed to
         LCSB employees.

     4. Provide timely processing of claims.

     5. Update records of employees who change their elections throughout the year
        due to a qualifying event, such as a change in family status.

     6. Implement revisions as required by regulatory changes and notify LCSB of
        pending and enacted regulatory changes.

     7. Process all claims no less frequently than a biweekly basis, in accordance
        with IRS regulations, revising procedures as indicated by regulatory or
        legislative changes.

     8. Disburse the reimbursement of a claim no more than two weeks from receipt
        of claim.

     9. Provide access to correct and updated balance information.

     10 Offer direct deposit of claim payments through LCSB’s selected bank.

     11 Verify that claims meet all federal requirements for reimbursement and are
        not duplicate or false claims before processing.

     12 Provide reports on the expenditures in each category of reimbursement, such
        as medical, dental, etc.

     13 Provide Explanation of Benefits forms to be mailed to the  participants’
        homes (with the reimbursement checks if the reimbursement is not direct
        deposited).



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      14 Provide monthly management reports to LCSB and mail monthly participant
         statements to participants’ homes.

      15 Provide confirmation of enrollment and/or changes.

      16 Describe internet access to account balance and information.

      17 Describe availability and charges for stored value/debit card (Swipe Card
         Technology). Describe any other type of automated or electronic
         services/reconciliation procedures available from your company.

      18 Describe your customer service center.

      19 Although not required at this time describe your ability to provide on-line
         enrollment.

      20 Provide for transfer of payroll deductions to administrator through EFT and
         online data submission.


II.   DIRECT BILLING ADMINISTRATION

      1. Account for all payments received, and provide LCSB with a monthly report
          detailing receipts by participant and plan enrollment.

      2 .Coordinate premium payments with LCSB.

      3. Send late payment notifications for participants who are late in submitting their
          payments, when applicable.

      4. Cancel coverage when notified to do so by LCSB for late payment, when
         applicable.

      5. Provide customer service related to payments due and received, when
         applicable.

      6. Change premiums when notified to do so by LCSB, and issue new payment
         coupons or notices.

      7. Notify LCSB within 48 hours of a change in participant status.

      8. Work with the School District representatives in providing access and
         opportunity to the most current processes for administering these types of
         accounts.


III   Code Of Conduct.

      A.      Code of Conduct – The Contractor shall have an established
              program to review with its employees the following Code of

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Conduct prior to Contractor's employees coming onto the Owner's
property. Owner reserves the right to take whatever action it
deems appropriate when a violation of the Code of Conduct
occurs. This includes, but is not limited to, barring/removing
Contractor's employee(s) from the property and/or any legal
recourse available. The Code of Conduct shall include but not be
limited to the following:

a.   Employees shall be required to dress appropriately. Shoes
     and shirts are required at all times. No apparel with
     inappropriate or offensive sayings or pictures shall be worn.

b.   Alcohol, Tobacco, & Drug Abuse Policy – It is the policy of
     the Owner that the possession, use, consumption,
     distribution, transfer, manufacture or sale of alcohol,
     tobacco, illegal drugs or prescription drugs without a valid
     prescription on Owner's property is strictly prohibited.

c.   Miscellaneous Conduct – Use of profane, abusive, or
     threatening language, or fighting or threatening bodily injury
     to any person is prohibited. Practical joking or horseplay
     has no place on Owner's property and is prohibited. The
     bringing of firearms or other weapons into the work place is
     strictly prohibited. Gambling in any form, including the
     selling of chances or lottery tickets is not allowed upon the
     property of the Owner.

d.   Theft, Destruction of Property – Contractor's employees
     shall not take items of Owner's property. Contractor's
     employees shall not damage or handle in a destructive
     manner any of Owner's property or equipment.

e.   Eating – eating is not allowed except in designated places.

f.   Cleanliness – Contractor's employees shall keep their
     places of work machinery, or other Owner's property used by
     them in a clean and orderly condition. Marking on walls,
     posts or machinery is prohibited. Sanitary facilities and
     break areas are cleaned daily, and Contractor's employees
     are expected to do their part in keeping such facilities clean.

g.   Telephone Calls – Telephones installed in Owner's facilities
     are for the use of the Owner in the transaction of its
     business. Unnecessary use of telephones for personnel
     matters is discouraged. No long distance calls are to be
     made unless properly authorized.


                        Page 33 of 44
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     h.     Notices – No notice, bulletin, or other material shall be
            posted in Owner's facilities or upon Owner's property except
            by Owner's prior written permission. Contractor's employees
            shall not remove or deface any notice or bulletin or other
            information posted by the Owner.

     i.     Sexual Harassment – It is the policy of the Owner to
            maintain a working environment free of all forms of sexual
            harassment. Sexual harassment includes, but is not limited
            to:

             a.     Unwelcome, deliberate, repeated, or unsolicited
                    comments, gestures, or physical action of a sexual
                    nature (for example, sexually derogatory statements,
                    unnecessary touching, patting or pinching, etc.);

             b.     Demanding or subtle pressure for sexual favors or
                    sexual activity;

             c.     Preferential treatment, taking or refusing to take
                    personnel action, or the exercise of power in
                    exchange for sexual favors; or

             d.     Actions or behaviors that have the purpose or effect
                    of unreasonable, interfering with work performance,
                    or creating an environment which is hostile,
                    intimidating, or offensive (for example, sexual jokes,
                    inappropriate calendars or pin-ups, etc.). Contractor
                    has the responsibility to immediately inform Owner of
                    any allegations of sexual harassment.

            Engaging in any other practices as may be inconsistent with
            the ordinary, reasonable, common sense rules of conduct
            necessary to the welfare of the Owner and any employee of
            the Owner is prohibited.


B.        Warranty: The Contractor warrants to the Owner that all Work
          will be of good quality, free from faults and defects, and in
          conformance with this Agreement. All Work not conforming to
          these requirements may be considered defective. Any Work
          not in conformance with this Warranty will be remedied so as
          to conform to this Warranty at the Contractor's sole cost and
          expense.



                                Page 34 of 44
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C.   Non-Waiver: Failure of either party to enforce any of the
     provisions hereof shall not be construed as a general waiver
     or relinquishment of this or any other provision.

D.   Rights and Remedies: The rights and remedies herein
     reserved shall be cumulative and additional to any other or
     further remedies provided in law or equity.

E.   Separate Contracts: The Owner has the right to let other
     contracts in connection with the Work or to perform similar
     work itself and the Contractor shall fully cooperate with such
     other contractors or the Owner.




                         Page 35 of 44
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                                                  Exhibit B
                                               COMPENSATION

I.     The SCHOOL BOARD shall compensate CONTRACTOR for services rendered
       pursuant to the Rate Schedule below, provided that such services have either
       been specifically requested, in writing, by the SCHOOL BOARD or specifically
       authorized, in writing, by the SCHOOL BOARD.

II.    CONTRACTOR shall ensure that all work performed, materials provided, and
       costs incurred by CONTRACTOR pursuant to this Agreement are billed to the
       SCHOOL BOARD in accordance with the Rate Schedule below.

III.   CONTRACTOR understands and agrees that the SCHOOL BOARD shall bear
       no responsibility for compensation to, or reimbursement of, CONTRACTOR for
       any services rendered, costs incurred, or materials provided by CONTRACTOR
       pursuant to this Agreement which are either not specifically requested or
       authorized by the SCHOOL BOARD, in writing, or which are not specifically set
       forth in the Rate Schedule below.

IV.    RATE SCHEDULE:

V.     INVOICES.
       A.   Invoices for hourly rate services shall be submitted on a monthly basis
              and shall include the following details for each separate task performed:

              (a)     the date the task was performed;
              (b)     identification, by name or initials, of the person performing the
              task;
              (c)     a description, with reasonable particularity, of the task;
              (d)     the actual time expended to perform the task; provided, however,
                      that the actual time may be rounded up to the nearest one-tenth
                      of an hour;
              (e)     the hourly rate applicable to the individual performing the task;
              and
              (f)     the fee being charged for the task.

       B.     All other invoices shall be submitted on a monthly or agreed upon basis,
              or when a specific project is completed, and shall include the following
              details for each separate task performed, where applicable:

              (a)     Purchase order number;
              (b)     Name and address of vendor;
              (c)     Unique invoice number;
              (d)     Date and location of service/delivery;
              (e)     Itemized unit quantities and unit prices;
              (f)     Line item total or extended price, minimum contract discount; and


                                         Page 36 of 44
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     (g)     All pricing must be in accordance with rates set forth in the RATE
             SCHEDULE section of this Agreement.

C.   Block or bundled billing entries, in which two or more tasks are blocked or
     bundled together into a single billing entry, are prohibited unless a lump sum
     award is approved.
D.   If the contract is canceled prior to the completion of a term the vendor will only
     be paid for work performed or license fees up to the date of termination. Any
     monies that may have been paid in advance will be returned by the vendor to the
     district for the remainder of the contract term.




                                 Page 37 of 44
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                                ATTACHMENT C
1. Proposing Company                        Name:

Telephone:                  Toll Free Telephone:
   Fax:

Address:

City:              State:                                    Zip + Four:


2. Contact Person in the event there are questions about your proposal

Name:                                       Title:

Telephone:                                  Toll Free Telephone:

Address:

City:                       State:                    Zip + Four:

Email Address:




                                      Page 38 of 44
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                                 ATTACHMENT D
                             REFERENCE DATA SHEET

FOR VENDOR: Provide company name, address, contact person, telephone
number, and appropriate information on the service(s) used for three (3)) or
more businesses, preferably School Boards, with requirements similar to those
included in this solicitation document.

Company Name:                               Dates of Service:
Address:
Telephone:                                   Contact Person:
Product(s) and/or Service(s) Used:
Dollar Value of contract $
______________________________________________________________
Company Name:                       Dates of Service:
Address:
Telephone:                         Contact Person:
Product(s) and/or Service(s) Used:
Dollar Value of contract $

Company Name:                              Dates of Service:
Address:
Telephone:                                   Contact Person:
Product(s) and/or Service(s) Used:
Dollar Value of contract $


Company Name:                               Dates of Service:
Address:
Telephone:                                   Contact Person:
Product(s) and/or Service(s) Used:
Dollar Value of contract $


Company Name:                                Dates of Service:
Address:
Telephone:                                   Contact Person:
Product(s) and/or Service(s) Used:
Dollar Value of contract $

                                       Page 39 of 44
                         0a2934f7-923b-49ca-a364-11396ef6494b.doc
                                             ATTACHMENT E
                     SWORN STATEMENT UNDER SECTION 287.133(3)(a),
                      FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES

This form must be signed and sworn to in the presence of a notary public or other officer
authorized to administer oaths.

1.      This sworn statement is submitted

        to Lake County Schools, FL

        by Insert individual's name and title

        for Insert name of entity submitting sworn statement

        Whose business address is:

        (If applicable) its Federal Employer Identification Number (FEIN) is:

        (If the entity has no FEIN, include the Social Security Number of the individual signing this
        sworn statement on the attached sheet.) Required as per IRS Form W-9.

2.      I understand that a “public entity crime” as defined in Paragraph 287.133(1)(g), Florida
        Statutes, means a violation of any state or federal law by a person with respect to and
        directly related to the transaction of business with any public entity or with an agency or
        political subdivision of any other state or with the United States, including but not limited
        to, and bid or contract for goods or services to be provided to any public entity or agency
        or political subdivision or any other state or of the Unites States, and involving antitrust,
        fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.

3.      I understate that “convicted” or “conviction” as defined in Paragraph 287.133(1)(b), Florida
        Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an
        adjudication of guilt, in any federal or state trial court of record relating to charges brought
        by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or
        entry of a plea of guilty or nolo contendere.

3.      I understand that “affiliate” as defined in Paragraph 287.133(1)(a), Florida Statutes
        means:
        a. A predecessor or successor of a person convicted of a public entity crime or;
        b. An entity under the control of any natural person who is active in the management of
            the entity and who has been convicted of a public entity crime. The term “affiliate”
            includes those offices, directors, executives, partners, shareholders, employees,
            members, and agents who are active in the management of the affiliate. The
            ownership by one person of shares constituting a controlling interest in another
            person, or a pooling of equipment or income among persons when not fair market
            value under an arm’s length agreement, shall be a facie case that one person
            controls another person. A person who knowingly enters into a join venture with a
            person who has been convicted of a public entity crime in Florida during the
            proceeding 36 months shall be considered an affiliate.

5.      I understand that a “person” as defined in Paragraph 287.133(1)(c), Florida Statutes,
        means any natural person or entity organized under the laws of any state or of the United
        States with the legal power to enter a binding contract and which bids or applies to bid on
        contracts for the provision of goods or services let by a public entity, or which otherwise
        transacts or applies to transact business with a public entity. The term “person” includes


                                              Page 40 of 44
                                0a2934f7-923b-49ca-a364-11396ef6494b.doc
        those officers, directors, executives, partners, shareholders, employees, members, and
        agents who are active in management of the entity.

6.      Based on information and belief, the statement, which I have marked below, is true in
        relation to the entity submitting those sworn statements. (Please indicate which
        statement applies.)

             Neither the entity submitted this sworn statement, nor any officers, directors,
        executives, partners, shareholders, employees, members, and agents who are active in
        management of an entity nor affiliate of the entity have been charged with and convicted
        of a public entity crime subsequent to July 1, 1989.

           The entity submitting this sworn statement, or one or more of the officers, directors,
        executives, partners, shareholders, employees, member, or agents who are active in
        management of the entity, or an affiliate of the entity have been charged with and
        convicted of a public entity crime subsequent to July 1, 1989.

            The entity submitting this sworn statement, or one or more of its officers, directors,
        executives, partners, shareholders, employees, member, or agents who are active in
        management of the entity, or an affiliate of the entity has been charged with and convicted
        of a public entity crime subsequent to July 1, 1989. However, there has been subsequent
        proceeding before a Hearing Officer of the State of Florida, Division of Administrative
        Hearing and the Final Order entered by the Hearing Officer determined that it was not in
        the public interest to place the entity submitting this sworn statement on the convicted
        vendor list. (Attach a copy of the final order)

I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER
FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT
PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE
CALENDAR YEAR IN WHICH IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO
INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF
THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR
CATEGORY TWO OR ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
             ____________________________________
                          (Signature)
             ____________________________________
                          (Date)
STATE OF_________________________________

COUNTY OF_______________________________

PERSONALLY APPEARED BEFORE ME, the undersigned authority,

__________________________________________
             (Name of individual signing)

who, after first being sworn by me, affixed his/her signature in the space provided

above on this_________ day of___________________, 2____.

____________________________________
             (NOTARY PUBLIC)

My Commission Expires: _____________________________




                                             Page 41 of 44
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PROJECT IDENTIFICATION: RFP #3158DB Third Party Administrator/Flexible Spending
Accounts

SOCIAL SECURITY NUMBER:

Required as per IRS Form W-9. (If the entity has no FEIN, include the Social Security Number of
the individual signing this sworn statement on the attached sheet.)




                                           Page 42 of 44
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                                           ATTACHMENT F
                                      NON-COLLUSION AFFIDAVIT

State of

County of

       being first duly sworn, deposes and says that:

(1) He/she is the Owner, Partner, Officer, Representative, or Agent

of the Proposer that has submitted the attached Proposal;

(2) He/she is fully informed respecting the preparation and contents of the attached Proposal and of
all pertinent circumstances respecting such Proposal;

(3) Such Proposal is genuine and is not a collusive or sham Proposal;

(4) Neither the said Proposer nor any of its officers, partners, owners, agents, representatives,
employees or parties in interest, including this affiant, have in any way colluded, conspired,
connived or agreed, directly or indirectly, with any other Proposer, firm, or person to submit a
collusive or sham Proposal in connection with the Work for which the attached Proposal has been
submitted; or to refrain from proposing in connection with such Work; or have in any manner,
directly or indirectly, sought by agreement or collusion, or communication, or conference with any
Proposer, firm or person to fix any overhead, profit, or cost elements of the Proposal price or the
Proposal price of any other Proposer, or to secure through any collusion, conspiracy, connivance, or
unlawful agreement any advantage against (Recipient), or any person interested in the proposed
Work;

(5) The price or prices quoted in the attached Proposal are fair and proper and are not tainted by
any collusion, conspiracy, connivance, or unlawful agreement on the part of the Proposer or any
other of its agents representatives, owners, employees or parties in interest, including this affiant.

Signed, sealed, and delivered in the presence of:

__________________________                              BY: ____________________________

__________________________                              Printed Name

                                                        Title




                                                Page 43 of 44
                      RFP #2606BM – Third Party Administrator / Flexible Spending Accounts
                                                            ATTACHMENT G
                                         Certification Regarding Debarment, Suspension, Ineligibility and
                                         Voluntary Exclusion -- Lower Tier Covered Transactions

This certification is required by the Department of Education regulations implementing Executive Order 12549, Debarment and Suspension, 34 CFR
Part 85, for all lower tier transactions meeting the threshold and tier requirements stated at Section 85.110.

Instructions for Certification
1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is
later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the
Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or
debarment.

3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the
prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed
circumstances.

4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," " person," "primary covered
transaction," " principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage
sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a
copy of those regulations.

5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not
knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from
participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

6. The prospective lower tier participant further agrees by submitting this proposal that it will include the cl
Debarment, Suspension, Ineligibility, and Voluntary Exclusion-
transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not
debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant
may decide the method and frequency by which it determines the eligibility of its principals. Each participant may but is not required to, check the
Nonprocurement List.

8. 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 this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a
prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower
tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition
to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available
remedies, including suspension and/or debarment.

Certification

(1)     The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or
agency.

2)         Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant
shall attach an explanation to this proposal.

 NAME OF APPLICANT                                                                    PR/AWARD NUMBER AND/OR PROJECT
 NAME


 PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE


 SIGNATURE                                                                                  DATE


ED 80-0014, 9/90 (Replaces GCS-009 (REV.12/88), which is obsolete)




                                                             Page 44 of 44
                                   RFP #2606BM – Third Party Administrator / Flexible Spending Accounts

								
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