26-RFP 26-023KB Stop Loss Scope of Work.pdf

Rev 7/25

Fort Bend Independent School District

REQUEST FOR PROPOSAL

Stop Loss Insurance

RFP NUMBER 26-023KB

PROPOSAL OPEN DATE: Thursday, September 25, 2025

PROPOSAL CLOSE DATE: Tuesday, October 21, 2025

TIME: 10:00 AM CST

SUBMIT PROPOSAL PACKET THROUGH:

FBISD BID Portal: https://fortbendisd.bonfirehub.com https://fortbendisd.bonfirehub.com/

Stop Loss Insurance

BACKGROUND

Fort Bend ISD (FBISD) is a K-12 public school district in Fort Bend County serving a student enrollment of over 80,000. The district currently consists of 83 campuses and multiple administrative sites. The intention of this Request for Proposal (RFP) is to solicit proposals for Stop Loss Insurance.

PRE-PROPOSAL MEETING:

A pre-proposal conference will be held on Tuesday, October 7, 2025 at 10:00 AM CST. meeting will be held virtually using Microsoft Teams. Proposers are highly encouraged to attend to have a better understanding of the requirements of this Request for Proposal (RFP).

Link to join the meeting: Join the meeting now

QUESTIONS AND ANSWERS:

Questions or requests for clarification regarding this RFP should be submitted through Bonfire’s Ask a Question section no later than Thursday, October 9, 2025, at 10:00 AM CST. Questions received by the deadline, along with the corresponding responses, will be issued in an Addendum and posted on Bonfire. Messages cannot be submitted after the Q&A deadline. Vendors are responsible for monitoring Bonfire for Addenda and obtaining them prior to submitting their proposal. All Addenda must be acknowledged and included with the proposal submission.

The following documents will be made available to vendors upon request. Vendors who wish to obtain any or all of the documents listed below must submit their request through the Ask a Question feature within the RFP portal.

• Stop Loss Census

• Large Claimants Over $225,000

• Claims by Month (2024-2025)

• Membership plan by Month

• Benefit Summaries (2024-2025)

DEMONSTRATIONS/INTERVIEWS (Not Applicable)

The Evaluation Committee will review submissions and reserve the right to create a short list of vendors based on the factors used to evaluate proposals. Product Demonstrations/Interviews may be scheduled with the short-list vendors. The District reserves the right to use the same weight factors for Product Demonstrations/Interviews as in the Evaluation Criteria or adapt new factors.

SPECIAL NOTE

Please be reminded that all Fort Bend ISD campuses and departments are tobacco, drug, and weapon free facilities. Vendors are responsible for the conduct of their employees and adherence to Fort Bend ISD building policies. No work shall interfere with school or system activities or environment unless permission is given by the District.

https://teams.microsoft.com/l/meetup-join/19%3ameeting_MjdkMjk1ZTAtYWFmYS00OGQxLTk0ZTgtMGQ3N2NkN2E4YjFk%40thread.v2/0?context=%7b%22Tid%22%3a%22497d6241-391a-4277-91ac-bdd2a99f7054%22%2c%22Oid%22%3a%22c809e571-7db0-4353-8079-72c4b72a1d04%22%7d

For the purposes of Pre-proposal and demonstrations, persons with disabilities requiring special accommodations should contact Kathleen Booker, FBISD Senior Buyer at 281-634-1805 at least two (2) days prior to the conference.

GENERAL SOLICITATION TERMS AND REQUIREMENTS

This solicitation shall be governed by the documents incorporated and the general provisions posted on the FBISD website. A copy may be obtained at https://www.fortbendisd.com/General- Provisions-for-Purchasing-Solicitations-and-Contracts.pdf or by contacting the Fort Bend ISD Buyer for this solicitation.

Proposers are required to respond to all requests outlined in this RFP. By submitting a proposal, each Proposer affirms that they have reviewed and agree with the agreement for services, general provisions, terms, specifications, and requirements stated in this RFP. The submission of a proposal constitutes the proposer’s acceptance of and agreement to the terms and conditions of this Request for Proposal. Proposers are required to sign the Vendor Acknowledgement Form to confirm their assent to the terms and conditions.

Proposers are required to sign the Vendor Acknowledgement Form to confirm their assent to the terms and conditions.

Only authorized dealers may bid on requested equipment. At the discretion of FBISD, a certificate, executed by the manufacturer, may be requested stating that the bidder is an authorized agent of the manufacturer and is duly authorized to sell, service, and maintain the equipment.

The terms, conditions, specifications, and requirements in this RFP, along with any issued Addenda, will become part of the Agreement between FBISD and the Vendor. The selected Vendor will be required to execute a written contract for all goods, services, and deliverables required under the Agreement. No Vendor will acquire any rights or interest until the District executes the Agreement. The District reserves the right to modify Agreement terms if deemed in FBISD’s best interest and do not substantially change the scope of the Board award. FBISD does not sign Vendor contract forms. If a Vendor requests changes to the District’s standard Agreement form after a project is awarded, the District reserves the right to cancel the award and re-award the project to an alternate Vendor. If a Vendor requires the execution of a license agreement or additional contract documents, the District may review and amend them at its discretion.

The contract will be for one (1) year, with an option for the District to renew for four (4) additional one-year terms or as otherwise specified in the Agreement.

FBISD reserves the right to waive minor technical defects in proposals, reject any or all proposals or parts thereof, advertise for new proposals, or make purchases on the open market if better prices or services are available. The District may also award contracts that are in its best and most advantageous interest and reserves the right to waive or take exception to any specifications when in the best interest of FBISD.

https://www.fortbendisd.com/cms/lib/TX01917858/Centricity/Domain/44/General%20Provisions%20for%20Purchasing%20Solicitations%20and%20Contracts.pdf https://www.fortbendisd.com/cms/lib/TX01917858/Centricity/Domain/44/General%20Provisions%20for%20Purchasing%20Solicitations%20and%20Contracts.pdf

All Fort Bend ISD solicitations and addendums can be accessed on Bonfire e-bidding portal at https://fortbendisd.bonfirehub.com PLEASE NOTE THAT IT IS THE RESPONSIBILITY OF THE

PROPOSER TO CHECK FOR ANY ADDENDUM ON FBISD BONFIRE ELECTRONIC

BIDDING SYSTEM PRIOR TO SUBMITTING A PROPOSAL.

Compliance with Gov’t Code 552.372: The requirements of the Texas Public Information Act, Chapter 552 of the Texas Government Code, Subchapter J, may apply to this bid or contract if it is valued at more than $1 million. The contractor or vendor agrees the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter, including the preservation of all “contracting information” (as defined in 552.003) and the provision, upon request of the governmental entity with whom you are contracting, of all contracting information. Contracting information includes, but is not limited to, records, communications and other documents related to the bids process, contract, payments, receipts, scope of work/services, and performance. Therefore, FBISD must and will provide all procurement and bid submittal information to any third-party that submits a Public Information Act request for the documents, with the exception of vendor financial statements.

INTERLOCAL AGREEMENTS WITH OTHER SCHOOL DISTRICTS THROUGH

THE CENTRAL TEXAS PURCHASING ALLIANCE

A. Membership. Fort Bend Independent School District is a member in good standing of the Central Texas Purchasing Alliance (CTPA / txctpa.org), an alliance of over 40 school districts in Texas representing over a million students, sharing information, documents, services and contractual opportunities. CTPA is an alliance created in accordance with Section 791.001 of the Texas Government Code through interlocal agreements.

B. Adoption of Awarded Contracts. In support of this collaborative effort, all awards made by Fort Bend Independent School District may be adopted by other active CTPA member districts. By adopting a contract from another CTPA member district, the adopting district has met the competitive bidding requirements established by the Texas Education Code, Section 44.0331(a)(4) and as required by the adopting district’s policies. There is no obligation on either party to participate unless both parties agree. The goods and services provided under the contract will be at the same or better pricing and purchasing terms established by the originating district.

ELECTRONIC COMMERCE:

Fort Bend ISD uses PeopleSoft as its financial software system. Vendors will have ecommerce capability to interface with PeopleSoft for electronic ordering capabilities. FBISD may implement electronic commerce capability for awarded vendors. All orders would then be sent to the awarded vendor electronically, thus significantly reducing the order processing lead-time. Vendors will enable electronic commerce (Punch-out or catalog) capabilities to enable the district to purchase goods electronically from an awarded vendor’s website with contracted prices and discounts thereby facilitating a shopping cart experience similar to Internet shopping. If enabled the vendor will be responsible for updating their electronic catalog.

VENDOR COMMUNICATION:

Communication between the Purchasing Department and vendors is imperative and encouraged.

Steps must be taken, however, to maintain a fair and equitable opportunity to compete for all vendors and avoid any appearance of favoritism. To protect the integrity of the process, the following guidelines apply once the solicitation is issued:

1. Communication regarding this RFP with district employees, staff, consultants, or Board members, other than the assigned Buyer listed, is strictly prohibited and may result in disqualification.

2. All requests for clarifications, additional information, or questions must be submitted in writing to the Assigned Buyer during the Question-and-Answer period as outlined in the solicitation document.

3. All responses to inquiries and any necessary corrections to the solicitation will be communicated through the addendum process by the Assigned Buyer.

By adhering to these guidelines, the District ensures a “level playing field” among all eligible vendors throughout the solicitation process.

EVALUATION CRITERIA

The award of this contract will not be based solely on price. Rather, Fort Bend ISD will award the contract on the basis of “best value”, considering all applicable mandatory evaluation factors listed in Texas Education Code Section 44.031. Proposals will be evaluated using the criteria outlined below. Fort Bend ISD reserves the right to award the contract in a manner that best meets the District’s needs, including by section, line item, group, single award, dual award, or multiple awards.

Evaluation Criteria Point System

Purchase price

• Offer a fair and reasonable price for goods and services to be purchased by Fort Bend ISD.

• Pricing will be evaluated using the Stop Loss Quote Sheet provided.

40 points

Reputation of the Vendor and of the Vendor’s goods or services

• Vendor should have a solid reputation with other ISD’s, Government or Collegiate entities that show a high level of customer service, a high level of quality of good or services.

• Experience: Use and success of the product(s) and/or services in school districts or similar entities. (References will be contacted via e-mail with a deadline. If no response is received by the deadline, there will be points deducted in this section.)

5 points

3 Quality of the Vendor’s goods or services

• Quantity and Quality of the services promised.

• Responsiveness to District's contract terms, banking arrangements

• and timelines.

• Claims processing,

• Experience and Qualifications of Client team.

• Experience and Qualifications of Customer Service team.

25 points

4 Extent to which the goods or services meet the district’s needs

• Size and coverage of Networks and Customer Service

• Performance Standards and Guarantees.

• Vendors must meet these expectations to be considered for

• recommendation & Negative Regulatory Actions/Settlements

20 points

5 Vendor’s past relationship with the district For reference, the vendor shall list the following:

• Past projects or contracts of similar service that the vendor has had with the district.

• Past projects or contracts of similar service the vendor has had with K-12 districts of similar size or larger.

• Past projects or contracts of similar service the vendor has had with businesses or universities the size of our district.

6 Long-term cost to the district to acquire the Vendor’s goods or services

• • Premium costs; renewal rate caps, admin fees; policy fees or other fees and other added cost

7 Vendor’s Principal place of business is in the state of Texas or employs 500 people in this state.

0 points

8 Insurance requirements:

• Certificate of Insurance as requested in the solicitation.

Pass/Fail

Service Agreement:

• Extent to which the vendor agrees to our Standard Form of Agreement by signing the Vendor Acknowledgement Form, vendor assent to the Terms and Conditions of Fort Bend ISD.

Pass/Fail

10 The impact on the ability of the district to comply with laws and rules relating to Historically Underutilized Businesses (HUB). N/A

TOTAL 100 points

SOLICITATION SCHEDULE:

Fort Bend ISD anticipates following the schedule outlined below for this RFP.

Please note that the schedule is an estimate, and actual dates may vary.

Activity Date

1. Job starts to advertise (1st run)

Thursday, September 25, 2025

2. Job advertises (2nd run) Thursday, October 2, 2025

3. Pre-Proposal Meeting

10:00 AM CST

Tuesday, October 7, 2025

4. Vendor Questions Due 10:00 AM CST Thursday, October 9, 2025

5. Proposal Due Date 10:00 AM CST Tuesday, October 21, 2025

6. Presentation to the Board of Trustees Tentative – December 2025

7. Awards will be posted in the Bonfire Portal fortbendisd.bonfirehub.com/past Opportunities Tentative – December 2025

SPECIAL TERMS AND CONDITIONS

DELIVERY OF GOODS:

1. All deliveries shall be marked with the proper Fort Bend Independent School District purchase order number. Any item received without a purchase order number may be returned to the vendor at their expense. Invoice numbers are unacceptable.

2. Two or more purchase orders shall not be combined in one package. All purchase orders must be boxed separately.

3. FBISD prefers that orders be shipped complete rather than partial. Therefore, there shall not be more than three (3) shipments to complete any purchase orders. Shipments from two

(2) or more locations at similar time periods will be considered as one shipment. Split shipments shall be indicated on the packing slip.

4. When multiple purchase orders are shipped, the FBISD receiving clerks shall sign only the vendor/shipper manifest which should contain the total amount of containers and the total listing of purchase order numbers. One signature shall be required and not one signature per purchase order.

5. There shall be no substitutes of any item without prior approval from Fort Bend ISD Purchasing department and indicated on the packing slip.

6. All items shall be new and unused.

7. Items with an expiration date, earlier than one (1) year from date of shipment are unacceptable and will be returned at vendor’s expense. If there is a discrepancy, please contact the FBISD Purchasing Department at 281-634-1802.

8. All items are delivered F.O.B to FBISD location indicated on the purchase order.

9. Successful bidder must furnish current material safety data sheet for any items containing any element, chemical compound or mixture of elements that is a physical hazard or health hazard as defined by federal regulations (if applicable).

https://fortbendisd.bonfirehub.com/portal/?tab=pastOpportunities

PURCHASE ORDER:

1. All Purchase Orders shall include the proper Fort Bend Independent School District purchase order number.

2. FBISD purchase order number shall be referenced on all Invoices.

3. Items and/or services are to be delivered or rendered to Fort Bend Independent School District ONLY when a district approved purchase order has been received by your company. Under no circumstances should items and/or services be provided to the District without a properly drawn District purchase order.

4. VENDOR UNDERSTANDS THAT NO GOODS OR SERVICES WILL BE PROVIDED

WITHOUT A DISTRICT PURCHASE ORDER. GOODS OR SERVICES PROVIDED

BEFORE RECEIVING A PURCHASE ORDER WILL BE AT THE VENDOR'S OWN

RISK AND WILL BE CONSIDERED A DONATION TO THE DISTRICT.

5. Please inform any staff member that handles the Fort Bend Independent School District account of these procedures.

INVOICE:

1. Invoices should be submitted showing Itemized description of the products delivered.

2. Each invoice shall reflect the agreed upon pricing.

3. Invoices shall reference the purchase order number and the campus/department placing the order.

4. Invoices shall indicate back-order, cancellations and substitutions.

5. Invoices shall be sent to Accounts Payable AccountsPayable.Invoices@fortbendisd.com with a copy to the FBISD requesting department/campus.

PERFORMANCE CRITERIA:

Vendors’ performance will be evaluated on a quarterly basis at the discretion of the district. These evaluations will play a critical role in determining whether to continue with the contract. Key performance indicators and criteria will be assessed to ensure vendors meet the district's standards and expectations. Consistently poor performance, failure to meet outlined criteria, or significant deviations from agreed-upon standards and terms may result in the cancellation of the contract.

This process will uphold accountability and ensure that the highest quality of service is provided to the district.

READ THIS DOCUMENT CAREFULLY.

DO NOT ASSUME THAT IT IS THE SAME AS OTHER SIMILAR DOCUMENTS

YOU MAY HAVE SEEN, EVEN IF IT WAS ISSUED BY FBISD.

mailto:AccountsPayable.Invoices@fortbendisd.com

PROPOSAL SUBMISSION REQUIREMENT

Fort Bend ISD will accept proposals submitted electronically through the Bonfire e-bidding portal at https://fortbendisd.bonfirehub.com until Tuesday, October 21, 2025 10:00 AM CST.

To achieve a uniform review process and obtain the maximum degree of comparability, it is required that all requested information be submitted in the manner specified in this RFP. All proposal documents and requirements for this solicitation including Questionnaires and Pricing BidTable should be completed and uploaded as part of the proposal submission.

To ensure a uniform review process and achieve the highest level of comparability, all requested information must be submitted in the manner specified in this RFP. All proposal documents, including Questionnaires and the Pricing BidTable, should be completed and uploaded in the designated sections as part of the proposal submission.

Complete and upload the Requested Documents listed below in the 'Requested Information' section of Bonfire:

• Proposal Submission o Scope of Services/Proposal Narrative o Addendum/Questions and Answers (Q&A) o Questionnaire – Proposal (Q-45BU) o Project Information Questionnaire (Q-09KU) o Reference Questionnaire (Q-04IR)

• Cost Proposal – Stop Loss Pricing Workbook

• Forms o 1295 Form: Complete on https://www.ethics.state.tx.us o Conflict of Interest Questionnaire (CIQ) o Vendor Acknowledgement Form o Suspension and Debarment o Pre-Employment or Pre-Service Affidavit for Educational Entities (must be completed for all employees who will be assigned to perform services under this contract with FBISD).

• Sample Documents:

Contractual documents provided as examples. Vendor will be required to sign and/or submit these upon notification of award.

o Agreement for Services o EDGAR Certification o Data Protection Addendum (DPA) o Insurance Requirements

Please note: All forms must be uploaded to the specific slot assigned in the proposal submission portal. Forms requiring signatures must be signed. Failure to submit the https://www.ethics.state.tx.us/ requested documents in the correct slot may result in the documents being overlooked and your proposal being deemed non-responsive.

Pricing BidTable (Not Applicable):

Provide pricing for all items listed in the Bid Table. All fields must be completed to allow FBISD to fairly assess each proposal and evaluate competitiveness. No remanufactured or refurbished products will be considered.

Insurance Requirement:

Vendors must submit a Certificate of Insurance (COI) as outlined in the solicitation upon award notification. Coverage must be effective from the contract start date and maintained throughout the contract term. Failure to maintain required insurance may result in non-renewal of the contract.

Submission Upload:

The District will only accept proposals submitted through FBISD designated electronic submission portal at https://fortbendisd.bonfirehub.com

Proposals must be uploaded, submitted, and finalized no later than: Tuesday, October 21, 2025 at 10:00 AM CST. Proposals received after the deadline will not be accepted.

To prepare your submission, download all required files under the Supporting Documentation section in Bonfire, complete the necessary forms, and upload them under the Requested Information section.

We strongly recommend starting the upload process at least one (1) day before the deadline to ensure ample time for submission. Once your proposal is finalized, confirm your submission status as “Submission Complete” in Bonfire. After the deadline, no changes to submitted documents will be allowed.

It is the vendor’s sole responsibility to ensure timely submission. FAXED OR E-MAILED

SUBMISSIONS WILL NOT BE ACCEPTED.

The public bid opening will be conducted via Teams. To join this meeting, click the link or copy and paste into your browser, and follow the instructions from Microsoft Teams using the information provided: Link to join the meeting: Join the meeting now

SCOPE OF WORK

OVERVIEW:

This Request for Proposals (RFP) is to solicit proposals from qualified stop loss carriers or administrators to provider specific and aggregate stop loss insurance coverage for Fort Bend ISD. The selected partner will help protect the organization from catastrophic claims risk while ensuring competitive pricing and high-quality service.

STOP LOSS PRICING:

The proposer is to provide pricing information for all items listed in the Stop Loss Pricing https://teams.microsoft.com/l/meetup-join/19%3ameeting_YzA3ZjYyYWYtNTJiMC00ZDQzLTg0ZmItMzJkMTNiMjk3MTM0%40thread.v2/0?context=%7b%22Tid%22%3a%22497d6241-391a-4277-91ac-bdd2a99f7054%22%2c%22Oid%22%3a%22c809e571-7db0-4353-8079-72c4b72a1d04%22%7d

Spreadsheet to support the purchase of the requested product/service. Respondent must complete the open boxes using information supplied in the Stop Loss Pricing Spreadsheet. All boxes must be completed in order to complete your submission. The Stop Loss Pricing Spreadsheet will help FBISD fairly assesses each proposer's pricing and evaluates the competitiveness of each proper's offer.

CENSUS AND CLAIMS INFORMATION:

To receive Census and Claims information, vendors must submit their request through the Ask a Question feature within the RFP portal no later than Thursday, October 9, 2025, 10:00 AM CST.

Additional requests may be emailed to kathleen.booker@fortbendisd.gov no later than Friday, October 17, 2025 12:00 PM CST.

PROPOSAL SUBMISSION REQUIREMENT:

To ensure your proposals are considered, vendors must carefully review this RFP and submit a complete response in the required format. Proposals must include all requested documents and information and comply with the terms and conditions outlined herein. The following section corresponds to the Evaluation Criteria. Failure to provide a complete response or to comply with RFP requirements may result in disqualification.

I. Detailed Scope and Narrative of Proposed Services

a. Provide a brief description of your company’s services, including its history, corporate structure, organizational details, and the number of years in operation.

Include the total number of supporting personnel dedicated to delivering the services outlined in this RFP.

b. Include resumes or professional summaries for key personnel listed in your organizational chart. Highlight their relevant areas of expertise, education, and experience as they pertain to the scope of this project.

c. Describe your approach and methodology for delivering the services requested in this RFP. Outline the strategies, processes, and tools that will be employed to meet the specified objectives and ensure successful outcomes.

d. Provide a portfolio of work, including samples of previous projects that demonstrate your firm’s expertise and capabilities. Include relevant materials, deliverables, or examples that highlight your experience in delivering similar services or projects.

e. Detail the specific solutions, resources, strategies, expertise, and technology your firm will employ to achieve the objectives outlined in this RFP.

f. Discuss your company’s approach to executing this project successfully. Include a detailed project plan, proven methodologies used with other clients, and examples of similar work completed for school districts or comparable organizations.

g. Provide evidence and supporting documentation that demonstrates the strengths, qualifications, and capabilities of your firm to meet the requirements of this RFP.

I. References Information Form

a. Vendors must provide contact information for five (5) client references for similar projects completed within the last five (5) years, including at least three (3) from clients listed in the Project Information Sheet.

b. References must attest to the quality, timeliness, and outcomes of your work, and should be aware they may be contacted.

mailto:kathleen.booker@fortbendisd.gov

c. Submit all information using the Reference Questionnaire (Q-04IR). Incomplete or inaccurate submissions may negatively affect scoring.

d. References cannot be FBISD employee.

II. Project Information Sheet

a. List three (3) projects completed within the last five (5) years that are similar in scope to the services requested in this RFP.

o FBISD may be listed under this section as part of contracts completed within the last five (5) years, provided you have rendered similar services to the District.

b. For each project, provide the following:

1. A brief description of the services provided.

2. Contract information ((e.g., contract start date, end date, contract number and title).

3. An explanation of why the contract is relevant to the services requested in this RFP.

4. Contact information for the client.

c. Provide this information in the Project Information sheet (Q-09KU).

d. The District reserves the right to use additional information or references as needed to establish the vendor’s ability to perform the services requested in this RFP.

III. Cost Proposal Submission

a. Offer a fair and reasonable price for the goods and services requested by Fort Bend ISD.

b. Pricing will be evaluated for fairness and reasonableness relative to the services offered and the proposed approach, ensuring alignment with the District’s requirements and successful contract performance.

c. Proposals that do not meet the technical requirements or performance assurances may be deemed non-responsive or scored lower; lower-priced proposals that fail to meet RFP requirements may be excluded from award consideration.

d. List any additional costs or fees

e. All pricing is subject to negotiation by Fort Bend ISD

IV. Required Forms Download, complete, sign, and upload the following forms under their respective sections:

a. 1295 Form

b. Conflict of Interest Questionnaire (Form CIQ)

c. Vendor Acknowledgement Form

d. Suspension and Debarment Certification

e. Pre-Employment or Pre-Service Affidavit for Educational Entities

V. Agreement for Service, Data Protection Addendum (DPA) and COI

a. Upon award notification, vendor(s) must sign the FBISD Agreement for Services, EDGAR Form, and Data Protection Addendum (DPA) and submit a valid Certificate of Insurance (COI) via DocuSign. After all proposals are received and evaluated, the recommended vendor(s) will be required to sign any additional FBISD contract documents. Following Board approval, the District will execute and return the Service Agreement through DocuSign.

b. FBISD DPA relates to all software, web-based resources, online subscriptions, Training, Support, Implementation and/or services included in the vendors goods or services to be provided to the district that will include any staff or student information shared between the District and the vendor.

c. Insurance Requirements as outlined in the Insurance Requirements Exhibit.