Appendix A - Contract.pdf

APPENDIX A: CONTRACT

EXAMPLE CONTRACT FOR ADVERTISING / DIGITAL MARKETING, AND PUBLIC RELATIONS

SERVICES

This Contract for Advertising and Creative, Digital Marketing, and Social Media Services /

Public Relations, Partnerships, and Events (the "Contract"), is entered into this __________ day of

______________________________, __________, by and between the FLORIDA PREPAID COLLEGE

BOARD ("the Board"), an agency of the State of Florida, and

__________________________________________________ ("the Contractor"), a corporation doing business under the laws of the State of ______________________________ and doing business in the

State of Florida.

The Contract results from ITN #25-02 for Advertising / Digital Marketing, and Public Relations

Services for the Florida Prepaid College Board, the Stanley G. Tate Florida Prepaid College

Foundation, and ABLE United issued on Friday, May 1, 2026 (the “ITN”).

In consideration of the services to be performed and the payments to be made, together with the mutual covenants and conditions hereinafter set forth, the parties agree as follows:

PART 1: SERVICES

1. REPRESENTATIONS AND WARRANTIES

The Contractor represents and warrants that:

A. It is lawfully organized and constituted under all federal, state and local laws, ordinances and other authorities of its domicile, and is otherwise in full compliance with all legal requirements of its domicile.

B. It is possessed in the legal authority and capacity to enter into and perform this

Contract.

C. It has been duly authorized and registered to operate and do business in all places where it will be required to conduct business under this Contract; that it has obtained, at no cost to the State of Florida or the Board, all necessary licenses and permits required in connection with this Contract; and that it will fully comply with all laws, decrees, labor standards and regulations of its domicile and wherever performance occurs during its performance of this Contract.

D. It has no present interest, nor shall acquire any interest, which would conflict in any manner with its duties and obligations under this Contract.

E. It has the expertise and ability to perform all services required under this Contract.

F. It will assign sufficient personnel with sufficient experience and knowledge of the products and/or services to be provided to the Board under this Contract in order to fulfill all of its obligations under this Contract.

2. DESCRIPTION OF SERVICES

A. The Contractor will be required to perform the services described in Exhibit A of this

Contract.

B. All provisions of the Contractor's Proposal, including the Supplemental Response, in response to that ITN (the "Proposal"), the written questions submitted to the Board permitted by the ITN, the written responses to such questions, and all provisions of the ITN, apply to the parties during the life of this Contract and any renewal of this Contract. To this end, these documents are incorporated by reference and attached to this Contract as Exhibit B.

3. NONEXCLUSIVE RIGHTS

By this Contract, the Board does not intend to grant any firm the exclusive rights to provide all materials or services required by the Board during the period covered by the Contract.

4. CONSIDERATION

A. The Board agrees to pay the Contractor for services, to the extent permitted by

Paragraph 10, “Annual Appropriations and Availability of Funds”, on a monthly basis in accordance with the fee schedule attached hereto as Exhibit C, which is incorporated into this

Contract by reference. The Contractor shall submit its invoices monthly with payment terms of net

30. Payment of the previous month's activity will be based upon an invoice submitted for services rendered in sufficient detail to ensure proper pre-audit and post-audit thereof.

(i) To receive payment, the Contractor must submit a monthly invoice to the Board for services not included in the retainer, showing actual hours worked for the preceding month on Board activities by the Contractor's employees, excluding secretarial and administrative personnel. All hours shown as worked by the

Contractor's employees on Board activities must be supported by actual time records, which shall be available for audit as provided by the Contract.

(ii) Prior to incurring any expenses related to or for any of the services described in

Paragraph 2, “Description of Services”, the Contractor shall provide the Board with a Detailed Cost Estimate which shall, at a minimum:

(i) Describe the services or materials to be provided or produced.

(ii) Itemize the costs for various activities included in the estimate.

(iii) Itemize the out-of-pocket costs to the Contractor, billed at net.

(iv) Identify whether expenses for photographs and commercial talent are for permanent ownership or are residual fees for the life of the campaign, including the respective costs for each.

(v) Indicate the total cost of the service or materials.

(iii) The Contractor shall not incur costs for any of the services or materials described in

Paragraph 2 without obtaining the prior written approval of the Board's Executive

Director or the Director of Marketing of the Board for the Detailed Cost Estimate for each such service. If, at any time after a Detailed Cost Estimate is approved, the

Contractor has reason to believe that additional funds will be required to complete a project or services approved by the Board in a Detailed Cost Estimate, the

Contractor immediately shall submit a revised Detailed Cost Estimate to the Board for approval prior to incurring any costs which are in excess of the original cost estimate. The revised Detailed Cost Estimate shall include the reasons for the additional costs.

(iv) The Contractor must pay all uncontested third party, pass-through invoices within

30 calendar days of receipt of the invoice and the required supporting documentation from the third party. The contractor will provide, upon Board request, proof of third party invoice payment by the Contractor. Reimbursement of subcontracted services, freelance charges, and other, similar out-of-pocket expenditures by the Contractor shall be at the actual cost to the Contractor.

Subcontracted charges for broadcast media and print production must be supported by competitive bids from not fewer than two companies, unless prior written approval is received from the Board.

(v) All travel associated with providing any of the services or materials described in

Paragraph 2 must be approved in advance by the Board. Payment of any reimbursement for any such travel will be paid in accordance with the requirements of s. 112.061, Florida Statutes. Any line item cost in a Detailed Cost

Estimate may vary, but the total of any Detailed Cost Estimate approved by the

Board cannot be exceeded.

B. The Contractor will provide to the Board a monthly Budget Report which will include, at a minimum, the total amount available for each expenditure category pursuant to the budget and the amounts of paid and unpaid monthly consideration, unpaid approved Detailed

Cost Estimates, paid expenditures associated with approved Detailed Cost Estimates, and unallocated budget dollars associated with each expenditure category in the Budget. Detailed information should be available at the request of the Board.

5. CONTRACT MANAGER

A. The Contractor shall perform the services pursuant to this Contract under the direction and control of the Executive Director of the Board and the Director of Marketing of the

Board. The Contractor shall designate one individual to be the Contract Manager.

B. The Contract Manager, or a designee approved by the Board, shall attend the quarterly meetings of the Florida Prepaid College Board members, as requested.

C. The Contract Manager shall meet, as requested, with either the Board's Executive

Director or Director of Marketing for the purpose of reviewing progress and providing necessary guidance in solving problems which may arise. These meetings shall take place at the Board's headquarters in Tallahassee, Florida.

D. On a monthly basis, the Contract Manager shall be available for a conference call with the Board office and the Board’s vendors, as invited by the Board, for a Management Team meeting.

E. The Contract Manager shall immediately notify the Executive Director and the

Director of Marketing, in the event of any service deficiency or failure impacting the Board. If such notification by the Contractor is not made within twenty-four (24) hours following any service deficiency or failure, it will not be deemed a timely notification unless the Contractor can show cause why notification within the first twenty-four hours was not practicable.

6. TERM

A. The term of this Contract shall be for an initial period of three (3) years, commencing on , 2026, and continuing through ___, 2029. The Board reserves the absolute right, in its sole discretion, to extend the contract(s) for up to three (3) additional years under the terms and conditions set forth herein upon delivery of a notice of renewal at least ninety

(90) days prior to the expiration of this Contract. The extension may be divided into increments or may be for a complete term. The Board also may review and revise the necessary services to be performed hereunder at the end of three (3) years provided, however, that any renewal or extension which modifies any of the terms of this Contract will be in writing and executed by both parties to this Contract.

B. The continuation of this Contract shall be contingent upon the satisfactory performance and evaluation of the Contractor by the Board. Further, the Board may terminate this Contract or any part of this Contract, without penalty or cost to the Board, at its convenience at any time for any reason and such termination will be effective at such time as is determined by the Board. The Contractor may not terminate this Contract except in the event that: 1) the

Contractor is not paid for its services hereunder; 2) the Contractor notifies the Board of such nonpayment; 3) the Board does not have a reasonable reason for withholding payment; and 4) the Board fails to cure the nonpayment within thirty (30) days after receipt of such notice.

C. Notwithstanding the provisions of subparagraphs (a) and (b) above, if during the term of this Contract the Contractor files for bankruptcy protection of any kind or if a petition for involuntary bankruptcy is filed against the Contractor, under the United States Bankruptcy Code or any state bankruptcy laws, or if the Contractor is taken into receivership or otherwise taken over by any state or federal regulatory agency (all hereinafter collectively referred to as the

“bankruptcy petition”), then in such circumstances the term of this Contract will automatically convert to a single one (1) year term with a termination date of June 30th immediately following the date on which a bankruptcy petition is first filed or the date on which any regulatory takeover first occurs. In any such event, the Board shall have the option to renew the Contract or any portion of the Contract under the terms and conditions set forth in the ITN, or such conditions as may be negotiated between the parties, for a number of one (1) year extensions of this Contract which shall be equal to three (3) minus the number of years remaining under the original term of this Contract pursuant to subparagraphs (a) and (b), as may be appropriate prior to the filing of any bankruptcy petition. Each such one (1) year renewal will be contingent upon, among other things, the availability of funds, continued need, and satisfactory performance by the Contractor.

7. DISPOSITION OF FILES ON TERMINATION

A. Not later than one hundred and eighty (180) days prior to the scheduled termination of this Contract, or not later than thirty (30) days after the Board notifies the Contractor of any termination of this Contract, the Contractor shall prepare and submit to the Board for approval a transition plan by which the Contractor will transfer responsibility for the services required under this Contract to the Board or to the Board’s designee in an orderly and transparent manner. The Board may require changes to the proposed transition plan. After approval of the transition plan by the Board, the Contractor shall implement the approved transition plan and shall work cooperatively with the Board and any designee of the Board to effect an orderly transition to the Board or its designee.

B. Upon termination of this Contract, all files, materials and information held by the

Contractor in connection with the performance of the services required pursuant to this Contract shall be turned over to the Board or its designee.

C. The Contractor agrees that it is liable for and will pay any such damages and costs incurred by the Board, including reasonable attorney’s fees and costs, related to the failure of the

Contractor to:

(i) Prepare and submit to the Board for approval a transition plan by which the

Contractor will transfer responsibility for the services required under this Contract to the Board or its designee;

(ii) Implement the transition plan approved by the Board, including any changes thereto which are required by the Board;

(iii) Work cooperatively with the Board to effect an orderly transition to the Board or its designee; or

(iv) Turn over all files, materials and information held by the Contractor in connection with the performance of the services under this Contract to the Board or the

Board’s designee may be assessed against the Contractor by the Board.

D. After termination of the Contract, the Contractor, any of its subcontractors, or any related entity of the Contractor or any of the Contractor’s Subcontractors shall not utilize any information, including, without limitation thereto, any account information concerning participants in the Prepaid Plan, the Savings Plan, or ABLE, resources or advertising materials arising from or connected with the Board, the Foundation, the Prepaid Plan, the Savings Plan, or ABLE in connection with the sale, promotion, advertising, or marketing of participation in a qualified state tuition program or of any other product or service. For purposes of this Paragraph, the term

“related entity” means any corporation, partnership, joint venture, limited liability company, or other entity, including parent company, subsidiary company, predecessor company, or any member of an affiliated group of corporations, as defined in s. 1504 of the Internal Revenue Code.

E. The provisions of this Paragraph and its subparts shall survive the termination of this

Contract.

PART II: SPECIAL TERMS

8. INDEPENDENT CONTRACTOR

The Board and the Contractor represent that they are acting in their respective capacities and not as agents, employees, partners, or associates of one another.

9. PERSONNEL

The Board may request replacement of any of the Contractor's personnel that the Board believes unable to carry out the responsibilities of the Contract at any time. The Contractor shall give the Board twenty (20) days’ notice prior to assigning any of its personnel to positions requiring specific management of the delivery of the services or products, during which time the Board shall have the right to approve such assignment. The Board agrees that such approval will not be unreasonably withheld.

10. ANNUAL APPROPRIATIONS AND AVAILABILITY OF FUNDS

Performance by the Board under this Contract will be subject to and contingent upon the availability of monies lawfully appropriated to the Board and applicable for the purposes of this

Contract.

11. MODIFICATION

This Contract represents the entire agreement of the parties. Any alterations, variations, changes, modifications or waivers of provisions of this Contract shall only be valid when they have been reduced to writing, duly signed by each of the parties hereto, and attached to the original of this Contract. All Amendments to the Contract in which costs to the Board do not exceed

$25,000.00 per fiscal year can be effected by execution of a Letter of Agreement by the parties.

The Letter of Agreement must be executed by either the Chairman or the Executive Director for the Board and an authorized agent of the Contractor in order to be effective. Each Letter of

Agreement must contain the estimated cost to the Board of the service being provided, per fiscal year. All properly executed Letters of Agreement shall become part of the Contract.

12. SUBCONTRACTORS

The Contractor may enter into written subcontracts for performance of its duties under this

Contract. All subcontractors and subcontracts will be subject to the prior written approval of the

Board which may be withheld in the Board's sole discretion. The Board may disapprove any subcontractor or subcontract if such disapproval would be in the best interests of the Board. The

Board may inspect and acquire any of the subcontract documents executed between the

Contractor and any subcontractor. No subcontract which the Contractor enters into with respect to performance under this Contract will in any way relieve the Contractor of any responsibility for performance of duties stipulated in this Contract. The Board reserves the right to communicate directly with any subcontractor's project manager regarding performance of tasks required under this Contract.

13. PUBLIC ACCESS TO RECORDS

Section 1009.981(6), Florida Statutes, provides that all information that identifies the benefactors or qualified beneficiaries of any participation agreement and Section 1009.98(6), Florida Statutes, provides that all information that identifies the purchasers or beneficiaries of any advance payment contract, is not subject to the provisions of Section 119.07(1), Florida Statutes, the Public Records Law. All other documents, papers, letters, or other materials relating to this

Contract that are made or received by the Contractor in conjunction with the Contract, and which are required by law to be maintained, will be available for public access and for audit purposes for a period of three (3) years after the expiration of the Contract. Said records will also be maintained per Chapter 119 and other applicable Florida Statutes. The provisions of this

Paragraph shall survive the termination of this Contract.

14. INDEMNIFICATION

A. The Contractor will act as an independent contractor and not as an employee of the Board in the performance of the tasks and duties which are the subject of this Contract. The

Contractor shall be liable, and agrees to be liable for, and shall indemnify, defend, and hold the

Board harmless from all claims, suits, judgments, or damages (including litigation costs and reasonable attorney's fees) arising generally from the Contractor's, or any subcontractor's, fraud, negligence or misconduct, or any subcontractor's fraud, negligence or misconduct, of the tasks and duties which are the subject of this Contract, including, but not limited to:

(i) Obtaining consent of any nature whatsoever;

(ii) Protecting the Board against claims for the unauthorized use of name or likeness of any person, libel, slander, defamation, disparagement, piracy, plagiarism, unfair competition, idea misappropriation, infringement of copyright title, patent, slogan or other property rights and any invasion of the right of privacy; and

(iii) Actions arising under Chapter 119, Florida Statutes.

B. The Contractor will notify the Board in writing immediately of any claim or suit against the Contractor arising from or related to the Contractor's tasks and duties which are the subject of this Contract. The Contractor shall not settle, compromise, mediate, agree to dismiss, or voluntarily agree to the entry of any judgment, temporary injunction or permanent injunction, in any claim or suit against the Contractor arising from or related to the Contractor's tasks and duties which are the subject of this Contract without the prior written authorization of the Board.

Nothing in this Contract authorizes the Contractor to waive the Board's immunity from suit under the Eleventh Amendment to the United States Constitution.

C. The provisions of this Paragraph and its subparts shall survive the expiration or termination of this Contract.

15. INTERPRETATION, VENUE AND DISPUTE RESOLUTION

A. The validity, interpretation and performance of this Contract shall be controlled by and construed under the laws of the State of Florida. This Contract shall be subject to the

Administrative Rules of the Board.

B. The sole and exclusive manner of resolution of all claims, disputes or controversies related to or arising under or from this Contract shall be pursuant to Rules 19B-14.001, 19B-14.002, 19B-14.003, Florida Administrative Code, as amended from time to time.

C. Any and all litigation arising under this Contract shall be instituted in accordance with subparagraph (b) in Leon County, Florida. All appeals shall be to the First District Court of

Appeals of the State of Florida.

D. Any dispute concerning performance of the Contract shall be decided by the

Board's designated contract manager, who shall reduce the decision to writing and serve a copy on the Contractor. The decision shall be final and conclusive unless within twenty one (21) days from the date of receipt, the Contractor files with the Board a petition for administrative hearing.

The Board's decision on the petition shall be final, subject to the Contractor's right to review pursuant to Chapter 120 of the Florida Statutes. Exhaustion of administrative remedies is an absolute condition precedent to the Contractor's ability to pursue any other form of dispute resolution; provided, however, that the parties may employ the alternative dispute resolution procedures outlined in Chapter 120.

E. All services provided under this Contract shall be provided in accordance with the

ITN. All provisions of the ITN, the Questions and Answers regarding the ITN, and the Proposal submitted in response to the ITN, including the Supplemental Response, are incorporated by reference and attached to this Contract as Exhibit B. In the event of any conflict, in the opinion of the Board, between any provision of this Contract and the ITN, the Questions and Answers regarding the ITN or the Proposal, this Contract shall govern the conduct of the Board and the

Contractor. In the event of any conflict, in the opinion of the Board, between the ITN and the

Contractor’s Proposal, the ITN shall govern the conduct of the Board and the Contractor. In the event of any conflict, in the opinion of the Board, between the ITN and the Questions and Answers regarding the ITN, the Questions and Answers regarding the ITN shall govern the conduct of the

Board and the Contractor. In the event of any conflict, in the opinion of the Board, between the

Questions and Answers regarding the ITN and the Proposal, the Questions and Answers regarding the ITN shall govern the conduct of the Board and the Contractor.

F. The provisions of this Paragraph and its subparts shall survive the expiration or termination of this Contract.

16. WAIVER

Failure of either party to this Contract to object or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Contract shall not be construed as a waiver of the violation or breach, or any future violation or breach.

17. AUDIT OF CONTRACT PROCEDURES

The Board reserves the right to audit all of the Contractor's and the Contractor's subcontractors' procedures, and financial and accounting records using Board employees, its designees or other state agencies as provided by law.

18. INVOICES

Any invoices submitted by the Contractor seeking payment for services rendered under the terms of this Contract will be submitted to the Board in sufficient detail to ensure proper pre-audit and post-audit thereof. The Contractor shall submit its invoices monthly with payment terms of net 30.

19. PAYMENT SCHEDULE

The Board may withhold any payment, partial or whole, to the Contractor for nonperformance or unsatisfactory performance or as liquidated damages as provided herein.

20. REMEDIES

A. In the event of nonperformance, malfeasance, misfeasance, or other action which is less than a material breach of this Contract and which is noticed to the Contractor by the Board in writing, the Board shall have the right, in its sole discretion, to withhold payment of up to 50% of the current and subsequent invoices. The Contractor shall have three (3) days from the date written notice of such non-performance is sent by the Board to the Contractor to deliver an incident report and a reasonable plan for cure, as determined by the Board, prior to the Board withholding payment.

B. If the Board deems a cure to be inadequate, the Board may continue, in its sole discretion, to withhold payment of up to 50% of the current and subsequent invoices, until the cure is deemed adequate by the Board.

C. If the Board deems a cure to be inadequate or if the Contractor does not cure the non-performance within fifteen (15) days from the date the Board sent written notice to the

Contractor of the non-performance, the Board may determine, in its sole discretion, that all or any portion of any amounts withheld are not payable and are nonrefundable beginning fifteen (15) days after the date the Board sent written notice to the Contractor of the non-performance.

D. Upon mutual written agreement by both parties that such action giving rise to the withholding of payment has been cured, the Board shall certify said invoice for payment, subject to any nonrefundable remedy or damage already imposed by the Board.

E. The Contractor is liable to the Board for all refund amounts certified and invoices paid that are subsequently found to be in error.

F. The remedies imposed under this Paragraph and its subparts are in addition to any liquidated damages authorized to the Board pursuant to this Contract.

G. The provisions of this Paragraph and its subparts shall survive the termination of this

Contract.

21. ASSIGNMENT

This Contract is not assignable by the Contractor except with the prior written approval of the Board which may be withheld in the Board's sole discretion.

22. LIQUIDATED DAMAGES

The Contractor agrees to be subject to the following liquidated damage:

A. The Board may deduct as liquidated damages from any pending or subsequent invoice from the Contractor, the sum of $250 per day and per service requirement for each work day on which any of the service requirements described in Paragraph 2 are not met. These damages are in addition to any remedy or any other liquidated damages available under this

Contract.

B. The Board may deduct as liquidated damages from any pending or subsequent invoice from the Contractor, the sum of $250 per day and for each report required pursuant to

Paragraph 2, which are not provided when due. These damages are in addition to any remedy or any other liquidated damages available under this Contract.

C. The provisions of this Paragraph shall survive the termination of this Contract.

23. TAXES

The Board shall have no responsibility for the payment of any federal, state, or local taxes which become payable by the Contractor or any of its subcontractors as a result of this Contract.

24. STATE HOLIDAYS

The staff of the Contractor assigned to this Contract shall observe only official state holidays.

25. TRAVEL

Except as provided in Paragraph 4, “Consideration”, the Board shall not reimburse the

Contractor for travel expenses incurred in connection with this Contract.

26. TITLES, HEADINGS, AND CAPTIONS

All titles, headings and captions used to identify the context of any Section or Paragraph within this Contract are for convenience of reference only and will not be construed as a part or limitation of those provisions to which they refer.

27. SEVERABILITY

If any of the provisions of this Contract are held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions, and this Contract shall be construed and enforced as if such provisions had not been included.

28. BOARD AUTHORITY

This Contract and all payments provided herein are subject to the provisions of Part IV, Chapter 1009, Florida Statutes, or any successor statute, and the rules of the Board. All references in this Contract to Part IV, Chapter 1009, Florida Statutes, include all successor statutes. The Board has taken all necessary action to duly authorize the execution, delivery and performance of this

Contract.

29. GENERAL CONDITIONS

A. The Board may cancel this Contract if the Contractor refuses to allow public access to any documents, papers, letters, or other materials subject to the provisions of Chapter 119, Florida Statute, and made or received by the Contractor in conjunction with the Contract.

B. Notwithstanding "prior approval" requirements which may be reserved to the Board under this Contract and Part IV, Chapter 1009, Florida Statutes, such requirement does not relieve or mitigate the Contractor's ultimate responsibility for ensuring and guaranteeing the quality and timeliness of work and services to be provided under this Contract. The Contractor is solely responsible for performing the services specified herein to the satisfaction of the Board.

C. The Board reserves the right, in its own best interests, to unilaterally modify, reject, cancel or stop any and all plans, schedules or work in progress.

D. The Contractor shall not initiate any communication with any member of the

Board, on any matter related to this Contract or related to the duties of the Board under Part IV, Chapter 1009, Florida Statutes, or any successor statute, or which in any way relate to the

Contractor's activities. Except at publicly noticed meetings of the Board or any of its committees, all communication by the Contractor directed to the Board, or any member of the Board, shall only be sent to the Executive Director of the Board who will forward same to the Board or to the appropriate member. If the Contractor receives any communication from any member of the

Board, the Contractor shall notify the Executive Director of the Board immediately, and shall take no further action on any matter related to this Contract or any other matter related to the duties of the Board under Part IV, Chapter 1009, Florida Statutes, or any successor statute, until advised by the Executive Director.

E. Throughout the term of the Contract, the Contractor shall comply with all applicable federal, state and local laws, regulations, rules or ordinances, as amended from time to time, including, but not limited to, Section 529 of the Internal Revenue Code, any federal regulations relating to qualified state tuition programs, applicable Florida laws, including without limitation Part IV, Chapter 1009, Florida Statutes, all administrative rules adopted by the Board, and the securities laws of the United States and the State of Florida. If during the course of the

Contract these laws, regulations, rules or ordinances are amended, the Contractor shall revise its services as necessary to preserve such compliance at no additional cost to the Board.

F. The Board reserves the right to inspect the Contractor's facilities at any time with prior notice of twenty-four hours.

G. All references in the Contract to Florida Statutes, include all successor statutes thereto.

30. ENTIRE AGREEMENT

This Contract constitutes the entire understanding of the parties and supersedes any prior written or oral agreements between them.

31. NOTICES

All notices, requests, instructions, other advice, or documents required hereunder will be in writing and delivered personally or mailed by first class mail, postage prepaid, as follows:

If to the Board: Kevin Thompson, Executive Director

1801 Hermitage Blvd., Suite 210, Tallahassee, Florida 32308

Telephone: (850) 488-8514

Facsimile: (850) 488-3555

With a copy to: GrayRobinson, P.A.

Attention: Attorney for the Florida Prepaid College Board

301 Bronough Street, Suite 600, Tallahassee, Florida 32301

Telephone: (850) 577-9090

Facsimile: (850) 222-3494

If to the Contractor: ____________________________________

With a copy to: ____________________________________

IN WITNESS THEREOF, the parties have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized on the day and year first above written.

FLORIDA PREPAID COLLEGE BOARD

________________________________________ By: ________________________________________

Attested to by Its: Executive Director

Witness

IN WITNESS THEREOF, the parties have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized on the day and year first above written.

________________________________________ By: ________________________________________

Attested to by Its: ________________________________________

Witness

EXHIBIT A

Please refer to Section 3.01 of the ITN.

EXHIBIT B

To include the Contractor’s Proposal, including the Supplemental Response, all provisions of the

ITN, the Questions and Answers regarding the ITN, etc.

EXHIBIT C

To include the agreed-upon fee schedule