REQUEST FOR PROPOSAL FOR BENEFITS CONSULTING

Nashville-Davidson County Metro Government

NOTE: This document is for instructional purposes only.  It has been  
edited from the original and may not be the current version in use.

                             TABLE OF CONTENTS

JUMP TO:
Introduction
General Information
Selection Criteria
General Instructions
Contract Requirements
Plans & Documents Applicable to Specifications
Questionnaire Section


INTRODUCTION............................................................... 1


1.0  GENERAL INFORMATION................................................... 3

1.1  Nature of Board's Business/Employees Covered.......................... 3
1.2  Authority of the Board to Employ Consultants.......................... 3
1.3  Authority of Purchasing Agent......................................... 3
1.4  Organizations/Individuals with Special Relationships to the Board..... 4
1.5  Scope of the Review................................................... 5
     A.  Service Pensions.................................................. 5
     B.  Disability Pensions............................................... 6
     C.  Medical and Dental Insurance...................................... 6
     D.  Life Insurance.................................................... 7
     E.  In-Line-of-Duty Death Benefit..................................... 7
     F.  Medical Treatment for In-Line-of-Duty Injuries.................... 7
     G.  The Metropolitan Employee Assistance Program...................... 8
     H.  Communications.................................................... 8


2.0  SELECTION CRITERIA.................................................... 8

2.1  Rules of Competition.................................................. 8
2.2  Additional Qualifications to be Considered by the Board............... 9


3.0  GENERAL INFORMATION AND INSTRUCTIONS.................................. 9

3.1  Information........................................................... 9
3.2  Instructions..........................................................11
3.3  Tentative Schedule of Events..........................................14
3.4  Statistics............................................................15


4.0  CONTRACT REQUIREMENTS.................................................15


5.0  PLANS/DOCUMENTS APPLICABLE TO SPECIFICATIONS..........................18


6.0  QUESTIONNAIRE SECTION FOR CONSULTANT SERVICES.........................19

6.1  Administration........................................................19
6.2  General Information...................................................19
6.3  Statistical/Financial.................................................20
6.4  Litigation/Insurance..................................................21
6.5  References............................................................21
6.6  Staff Qualifications..................................................22
6.7  Cost Information......................................................23
6.8  Consultant Cost Analysis..............................................24


Exhibit A - Charter:  2.01 (36) and Article 13...........................1- 7

Exhibit B - Metropolitan Code of Laws Section 3.08.010 through 3.48.080...1-34

Exhibit C - Contract for Services.........................................1- 5

Exhibit D - Metropolitan Code of Laws Section 4.48.010 through 4.48.140...1- 4

Exhibit E - "Your Group Life Insurance Plan"..............................1-12

Exhibit F - Statement of Investment Objectives of The Investment Committee
          of The Metropolitan Government of Nashville and Davidson County
          as Revised January 27, 1992...................................1-22

Exhibit G - Rules, Regulations, and Procedures for the Voluntary Benefit
          Programs, as Adopted by The Metropolitan Employee Benefit Board
          on May 13, 1991, as Amended September 9, 1991.................1- 8

Exhibit H - Chart of Allowable Travel Expenses.........................1- 4


INTRODUCTION TO COMPANIES SUBMITTING PROPOSALS FOR
      CONSULTANT SERVICES ON THE METROPOLITAN EMPLOYEE BENEFIT SYSTEM

Article 13 of the Charter of The Metropolitan Government of Nashville and
Davidson County, under Section 13.02, creates The Metropolitan Employee Benefit
Board (hereinafter referred to as Board) to administer, manage, and coordinate
the employee benefit plans of The Metropolitan Government, as well as the
retirement plans of the former city and county.  Section 13.05 of the Charter
sets out the duties and responsibilities of the Board.  The benefit system of 
The Metropolitan Government is established by an ordinance passed by The 
Metropolitan County Council.  Under the terms of this ordinance, and its 
various amendments, additional duties and responsibilities have been 
placed on the Board.

The Metropolitan Charter specifically provides, under Section 2.01(36), that 
when any power has been vested by the Charter in a specific board, that 
board is deemed to have exclusive jurisdiction within that particular 
field.  It is therefore pursuant to the authority granted the Board under 
the Charter and the system created for the metropolitan employees that 
this request for proposal (RFP) is issued.  The RFP is issued through the 
Purchasing Agent for The Metropolitan Government.  The purchasing 
procedures of The Metropolitan Government are specifically set out under 
the 1992 Procurement Code, which can be found in The Metropolitan Code of 
Laws, beginning at Section 4.04.010, through 4.48.410.  Under the 
Procurement Code the Purchasing Agent and the Standards Review Board have 
the authority to establish other rules and regulations dealing
with the Procurement Code.  A copy of the Procurement Code and the rules and
regulations can be obtained directly from the Purchasing Agent, 222 Third 
Avenue North, Nashville, Tennessee, 37201, phone (615) 862-6180.

The system over which the Board has jurisdiction was originally implemented 
with the creation of The Metropolitan Government of Nashville and 
Davidson County in 1963.  While amendments have been made to the system 
during the last thirty (30) years, the Board feels that a comprehensive 
review needs to be made of the entire system.  Major areas that the 
consultant will be asked to deal with are as follows:

1.   A review of those provisions of the system dealing with Service pension
     benefits for general government employees and those dealing with police
     and fire employees.

2.   A review of those provisions of the system dealing with disability
     benefits, which will include the review of both medical disability 
     benefit provisions (non job-related) and in-line-of-duty disability
     benefits (job-related).

3.   A review of those provisions of the system dealing with medical care
     benefits, which will include an assessment as to adequacy of benefits, 
     the structure of the benefits, and the administration of the benefits.

4.   A review of those provisions of the system dealing with life insurance
     benefits, which will include an assessment as to adequacy of benefits, 
     the structure of the benefits, and the administration of the benefits.

5.   A review of those provisions of the system dealing with the in-line-of-
     duty death benefit provision.

These five (5) plans make-up the basis of the system.  In addition to these
plans, the Board also has jurisdiction over other related areas such as the
voluntary insurance benefits (benefits which are paid by payroll deduction and
financed 100% by employee contributions), deferred compensation, and the 
flexible benefits program.  The consultant will be expected to review all 
of these programs and make recommendations in regard to their current 
structure and any necessary modifications.

The consultant will also be asked to review the structure of the Board Office,
the operation of the Board Office, and the staffing level of the Board Office.

The Board currently has jurisdiction over the Employee Assistance Program of 
The Metropolitan Government.  The consultant will also be expected to 
review this area of operation and to make recommendations.

The Board is composed of ten (10) members:  the Director of Finance, the 
Director of Personnel, three (3) members appointed by the Mayor, and Five (5)
representatives elected by the employees or pensioners.  Four (4) of these
members (the Director of Finance and the three (3) members appointed by the
Mayor), constitute the Investment Committee.  The Investment Committee operates
as an independent board of The Metropolitan Government and oversees the
investments of all monies under the pension and medical trust funds.  The
consultant will also be expected to review the operation of the Investment
Committee, as well as the investment management objectives as adopted by the
Investment Committee.

The Metropolitan Charter also provides for the periodic appointment a Study and
Formulating Committee.  This committee is appointed by the Mayor and operates
independently from the Board.  The purpose of the Study and Formulating 
Committee is to study benefits, contributions, extent of coverage, 
actuarial soundness, and related matters in connection with the system of 
benefit plans administered by the Board, and to submit to the Board such 
amendments as the Study and Formulating Committee deems necessary.  The 
Study and Formulating Committee is to perform such a study at least once 
every five (5) years.  The Metropolitan County Mayor has appointed a 
Study and Formulating Committee that has been reviewing the system for 
approximately one (1) year now.  It is anticipated that the consultant 
will also be reviewing any recommendations made by the Study and
Formulating Committee and commenting on these recommendations directly to the
Board.

The day-to-day administration of the benefit system is under the direction of 
the Executive Secretary to the Board, who also serves as Director of the 
Board Office.  The consultant will be working, on a day-to-day basis, 
with the Executive Secretary.  The study being conducted by the consultant 
will be under the direction of a steering committee which shall consist 
of one elected member of the Board, one appointed member of the Board, 
and the Board's Executive Secretary.

The Board operates under a committee system.  The current committees of the 
Board are:

1.  The Board and Office Administration Committee
2.  The Employee Assistance Program Committee
3.  The In-Line-of-Duty Injury Committee
4.  The Investment Committee
5.  The Medical and Life Committee
6.  The Payroll Deduction Committee
7.  The Pension Committee

During the course of the study the consultant will be required to meet on a
periodic basis with the various committees of the Board, as well as making
interim reports directly to the Board.  The Board meets on the second Monday of
each month, and the Board committees meet on the fourth Monday of each month. 
The consultant may be required to meet with the Board, of any of its 
committees, at special called meetings.

The Metropolitan Government currently has Memorandums of Understanding with 
the following employee groups:

1.   The Fraternal Order of Police (Representing the sworn personnel in the
     Police Department)
2.   The Nashville Fire Fighters and Fire Service Employees Association Local
     763 (Representing all employees in the Fire Department)
3.   The Police Civilian Association (Representing the civilian employees in
     the Police Department)
4.   Service Employees International Union Local 205T (Representing employees
     that are non police and fire related)
5.   Transportation Department Association (Representing a segment of the
     classified employees at the Board of Education)

During the review process by the consultant these employee groups will have an
opportunity to make recommendations in regard to specific areas to be reviewed,
specific proposals to be reviewed and commented on, and will also have an
opportunity to review and comment on interim and final reports made by the
consultant prior to the Board's final action.


		1.0 GENERAL INFORMATION


             1.1  NATURE OF BOARD'S BUSINESS/EMPLOYEES COVERED

The Metropolitan Government of Nashville and Davidson County (hereinafter
referred to as The Metropolitan Government) is the corporate entity that 
oversees the governmental functions of the former City of Nashville and 
the Former Davidson County Government.  Section 13.01 of its Charter 
requires the government to offer a system of employee benefit plans which 
include disability and retirement benefits and which may include medical 
and life benefits.  Appropriate sections of the Charter, dealing with the 
Board and its authority [2.01(36)] and Article 13), are attached as 
Exhibit A.

The various benefit plans under the Board's jurisdiction are by enactment of
ordinances passed by the Metropolitan County Council, as set out in The
Metropolitan Code of Laws under Section 3.08.010 through 3.48.080 (attached as
Exhibit B).

Eligible employees under this system include all officers, including 
Metropolitan judicial officers, and all employees (civil service and non 
civil service employees), who are regularly employed [work twenty (20) 
hours or more per week] by The Metropolitan Government and who are not 
excluded in accordance with the provisions of Section 13.08 of The 
Metropolitan Government's Charter and who meet all other eligibility and 
participation requirements of the system of employee benefit plans 
adopted by The Metropolitan Government. The term eligible employees
includes the non-teaching employees of The Metropolitan Board of Public
Education.  Participation by eligible employees is mandatory pursuant to 
Section 13.07 of The Metropolitan Charter. 

The term eligible employees does not include teachers employed by The
Metropolitan Board of Public Education as that system is administered 
separately by The Metropolitan Board of Public Education.  The term 
eligible employees also does not include employees of The Metropolitan 
Transit Authority, the Electric Power Board of The Metropolitan 
Government or employees of The Metropolitan Development and Housing 
Authority.


             1.2  AUTHORITY OF THE BOARD TO EMPLOY CONSULTANTS

Section 3.08.040 (B) of The Metropolitan Government Code of Laws grants 
authority to the Board to employ the services of consultants to maintain 
a soundly designed, administered, and financed system.  It is under this 
authority that the Board is seeking proposals for consultant services to 
review those programs under the Board's jurisdiction.


                    1.3  AUTHORITY OF PURCHASING AGENT

The technical aspect of this request for proposal (RFP) is issued under the
authority and direction of the Purchasing Agent and his staff (Metro Code
4.08.040 and 4.08.070).  All proposals and inquiries are to be directed to the
attention of the Purchasing Agent (Metro Code 4.16.030).  The awarding of this
contract will be made by the Purchasing Agent in accordance with Metro Code
Section 4.12.040(G), and other related provisions.  This RFP has been jointly
prepared by the Board Office Staff and the Purchasing Department of The
Metropolitan Government.  The specifications have been reviewed by the Board 
and approved by the Purchasing Agent prior to being issued (Metro Code 
4.16.050).

It has been determined by the Purchasing Agent that the "Invitation to Bid"
process is not appropriate in this instance and that the appropriate method of
procuring the services of a professional consultant would be upon the basis of
recognized competence and integrity, therefore an RFP is being used pursuant to
Metro Code Section 4.08.080.


  1.4  ORGANIZATIONS/INDIVIDUALS WITH SPECIAL RELATIONSHIPS TO THE BOARD

A.   The Board maintains a consultant/client relationship with two outside
     firms.  The outside firms are:

     1)   Risk Consultants, Incorporated
          125 Donelson Pike
          Nashville, Tennessee  37214
          883-8840
          David Fessenden, President
          Hoff Harless, Major Account Consultant Assigned to The Metropolitan
          Government 

          This firm is in the business of providing independent group
          insurance consulting services, including advising and assisting
          clients in obtaining and servicing group insurance coverages.  RCI
          specifically consults with the Board on life, medical and dental
          insurance as a part of its services to the Board. 

     2)   Bryan, Pendleton, Swats and McAllister
          P.O. Box 150949
          Nashville, Tennessee  37215
          665-1640
          Joe McAllister, Partner (Actuary on Pension Benefits)
          David Shaub, Partner (Actuary on Welfare Benefits)

          This firm provides the Board's actuarial services for pension and
          welfare benefits.

B.   Legal services for the Board are provided by staff attorneys of The
     Metropolitan Government's Department of Law.  The successful proposer may
     be called upon, from time to time, to supply information and participate
     in conferences with this Metro agency.

     Legal services to the Investment Committee of The Metropolitan Employee
     Benefit Board are provided through the law firm of Sherrard and Roe.  The
     successful proposer may also be called upon to submit and review
     information with these attorneys.

C.   The Civil Service Medical Examiner for the Metropolitan Board of Health
     reviews all disability pensioners prior to the Board granting or
     continuing disability pensions.

D.   Other companies that the Board has ongoing relationships with are as
     follows:

     1)   The self-insured medical benefits plan is administered under an
          Administrative Services Only (ASO) Agreement with Blue Cross/Blue
          Shield of Tennessee (BC/BS).

     2)   The Board also provides medical care benefits through two (2) HMOs,
          CIGNA and PruCare.

     3)   The dental benefits are provided through Prudential Insurance.

     4)   Life insurance benefits are provided through New York Life Insurance
          Company.

     5)   Deferred compensation benefits are provided by AETNA, Hartford, and
          PEBSCO.


                                     
                         1.5  SCOPE OF THE REVIEW

Consultant work to be performed under this RFP will be limited to reviewing the
current system and making recommendations in regard to changes the Board should
consider in the current system.  Any actuarial services to be performed under
this study will be performed by the Board's current actuary.  It should be 
noted that the purpose of this RFP is for consultant services only and 
the consultant selected under this process will not be considered by the 
Board as a qualified organization to perform actuarial services for the 
Board during the next five (5) years after completion of the study.

It is the desire of the Board to have a well balanced benefit system in regard
to all of the plans administered by the Board and all areas under the Board's
jurisdiction.  Many of the current plans administered by the Board are 
difficult for employees and retirees to comprehend, and effective 
communications in regard to the various plans have been limited.  All 
modifications proposed for the system are to recommended and worded in 
such a manner that the plan can be easily communicated to employees and 
pensioners.  The Board recognizes that some of the plans in the system may be 
best addressed by closing the current plan and implementing a new benefit 
plan as of a future date.  The Board recognizes that developing a new plan 
may be more cost effective and more beneficial than trying to rewrite and 
redesign the current plans.

The following areas are to be specifically reviewed in the study.  Specific 
areas of the individual benefit plans that are to be reviewed are as set 
out below. If there are areas that have not been designated below that you 
feel should be addressed during the course of the study, you should 
designate these areas as asked for in Section 7.2, page 22.

                           A.  Service Pensions

The review of this plan should consider the following areas:

 1.  Review of the service pension formula for general government employees.

 2.  Review of the service pension formula for police and fire employees.

 3.  Review of the service pension plan to determine whether the separation
     between general government employees and police and fire employees is
     appropriate and whether the current classification of employees covered
     under the police and fire plan is appropriate.

 4.  Recommendations in regard to the adoption of a "Rule of 80," "Rule of 
     85," or "Rule of 90" plan.

 5.  Recommendations in regard to a "25 Years and Out" plan for police and fire
     employees.

 6.  Recommendations in regard to a "30 Years and Out" plan for general
     government employees.

 7.  Whether early service pensions should be supplemented until social
     security benefits are received.

 8.  Review of the benefit formula and the use of base earnings in the benefit
     formula.

 9.  Review of the current vested pension requirements.

10.  Review of the optional benefit requirements.

11.  Review of survivor benefit provisions.

12.  Review of the period of time over which final average earnings are
     computed.

13.  Review of cost-of-living provision.

14.  Consideration of using sick leave and vacation time towards credited
     service at the time of retirement.

15.  Review of current provisions of making repayment of employee contributions
     for prior service credit for employees that have left employment and then
     returned.

16.  Review of discount provision for fire and police early retirement.

                          B.  Disability Pensions

The review of this plan should consider the following areas:

 1.  Review of the current system and recommendations in regard to current
     benefit structure.

 2.  Review of the current system and recommendations in regard to current
     disability procedures.

 3.  Suggested modifications in regard to the disability system as it relates
     to in-line-of-duty injuries in regard to treatment.

 4.  Recommendations in regard to modification of the current plan as it
     relates to disability pensions continuing until normal retirement age.

 5.  Recommendations in regard to modifications to the plan that will
     aggressively address the Americans with Disabilities Act in regard to
     keeping current employees at work and returning current pensioners to
     work.

 6.  Review in regard to whether the current social security offset should
     continue.

 7.  Review in regard to whether a cost-of-living increase should be added to
     the disability section and, if implemented, whether it should be
     restricted to only those that are receiving social security benefits.

 8.  Review in regard to the current provision concerning the reduction in the
     amount of disability pension due to outside earnings.

 9.  Review of the system in regard to the standard of medical evidence used 
     to support the disability pension and the use of outside physicians 
     to review applications and continuances.

10.  Review of the current survivor benefit provisions.

                     C.  Medical and Dental Insurance

The review of this plan should consider the following areas:

 1.  Review of the current self insured plan to determine whether coverage is
     adequate in the way of copayments, coinsurance, and benefits under the
     plan.

 2.  Review of the self insured plan to determine if there are other wellness
     programs that can be initiated to help control costs in the program.

 3.  Review of the medical care benefits system to determine whether the
     employer/employee premium structure is appropriately divided.

 4.  Review of the medical care benefits system in regard to the system
     continuing to maintain two (2) health maintenance organizations (HMOs) as
     an option available to employees and pensioners.

 5.  Review of the medical care benefits system to determine if the HMO
     coverage would be better served by being on a self insured basis or a risk
     sharing basis.

 6.  Review of the dental benefits system for recommendations as to whether
     that plan should be on a self insured basis or a risk sharing basis as
     opposed to a fully insured basis.

 7.  Review of communications to employees and pensioners in regard to medical
     and dental benefits.

 8.  Review of the medical plans in regard to the inclusion of in-line-of-duty
     injuries as being an allowable expense under the plans.

                            D.  Life Insurance

The review of this plan should consider the following areas:

1.   Review of the current coverage for adequacy of the coverage, both as to
     active employees and pensioners.

2.   Review of the current funding arrangement with New York Life to determine
     whether there are alternative funding methods that are more advantageous
     than the current system.

3.   Review of the current employee communication given to employees and
     pensioners in regard to life insurance benefits.

                     E.  In-Line-of-Duty Death Benefit

The review of this plan should consider the following area:

1.   Review as to adequacy of this benefit.

            F.  Medical Treatment for In-Line-of-Duty Injuries

Article 13.12 of The Metropolitan Charter provides for the medical treatment 
for employees and pensioners for injuries incurred due to accidents in 
the course of employment.  Employees are entitled to emergency medical 
treatment at the nearest or most available doctor's office, hospital, or 
clinic, with follow-up treatment being available through nurses and 
physicians in the employment of the Board of Hospitals.  The current medical 
plans also provide for coverage for employees who are injured in the 
line-of-duty, or pensioners who have been injured in the line-of-duty, who 
wish to use their medical care benefits as an alternative to treatment 
through the Board of Hospitals.

The Metropolitan Government is not covered by worker's compensation benefits. 
The State Worker's Compensation Act excludes governmental entities from the
coverage unless the governmental entity voluntarily elects to come under the
worker's compensations provisions.  As of this date, The Metropolitan 
Government has not made such an election.  Employees that are injured in 
the line-of-duty have their salaries continued under regulations adopted 
and administered by The Metropolitan Civil Service Commission.  Treatment 
for in-line-of-duty injuries is provided through the Board of Hospitals, 
with any appeals being made to The Metropolitan Employee Benefit Board.  
Employees that become disabled and can no longer perform their duties are 
eligible for an in-line-of-duty disability pension, which falls under the 
Board's administration.

The cost of medical services through the Board of Hospitals is presently either
covered in the budget of the Board of Hospitals, or through special accounts 
set up under the Board for referrals outside of the system for active 
employees and
pensioners when the Board of Hospitals cannot provide the treatment.

The review of this plan should consider the following areas:

1.   Review of the system to determine whether this system provides the most
     appropriate treatment for the employees.

2.   Review of the system to determine whether this is the most financially
     appropriate method for rendering treatment to employees.

3.   Recommendations in regard to alternative treatment plans.

             G.  The Metropolitan Employee Assistance Program

The review of this plan should consider the following areas:

1.   Recommendations in regard to the structure of the program.

2.   Recommendations in regard to the staffing of the program.

3.   Recommendations as to whether the assessment services should be performed
     by in-house staff or by a third party administrator.

4.   Recommendations as to whether the training portion of the program should
     be performed by in-house staff or by third party administrators.

5.   Recommendations as to whether the Board is the appropriate division of the
     government for placement of the MEAP program.

                            H.  Communications

Review of all communications in all plans that are currently presented to
employees, whether they be brochures, letters, or other memorandum.


             2.0  SELECTION CRITERIA


                         2.1  RULES OF COMPETITION

                     (See Metro Code Section 4.12.040)

 1.  The financial competitiveness of your quotation, both as to hourly rates
     and reimbursable expenses.  While cost of the services called for in this
     RFP will be a factor considered, selection will not be made solely on the
     basis of the cost of any one proposal (Metro Code Section 4.12.040E).

 2.  The overall qualification of your company.

 3.  The volume of business done by the company.  Consideration will only be
     given to experience that has involved large group plans, both public and
     private.

 4.  The number and qualifications of the employees available to provide the
     services under the contract.  Qualifications of employees will be
     determined from the resumes submitted.  Education, position within the
     firm, prior experience, as well as anticipated participation in the
     consulting services provided Metro will be considered.  For each resume
     submitted there should be an indication as to the role of that individual
     in the services to be performed.

 5.  Each proposer must have at least five (5) years' experience (as of
     September 1, 1993) as an organization providing the type and scope of
     consulting services requested in this process.

 6.  The proposer must be an independent entity and shall not be an insurance
     company.  If the majority ownership of a proposer is an insurance company
     or similar organization, the proposer will not be considered qualified.

 7.  The individual overseeing the direction of these consulting services shall
     have at least five (5) years' experience in providing the type and scope
     of consulting services requested, three (3) years of which must have been
     in a management/supervisory capacity.

 8.  The development of innovative approaches to dealing with problems
     associated with public employer sponsored benefit system.

 9.  The location of the office servicing this contract.

10.  The resources that are available out of the office that will be servicing
     the contract and the ability to call upon resources in other offices.

11.  Administrative guidelines and management control in relation to the work
     performed.

12.  The length of time that you project for this project to be completed.  
     You should anticipate this project beginning January 2, 1994.  As 
     the Board will be submitting an RFP on its medical plans in February 
     or March, this area will need to receive immediate attention after 
     implementation of the contract.


       2.2  ADDITIONAL QUALIFICATIONS TO BE CONSIDERED BY THE BOARD

Other qualifications to be considered by the Board shall include:

 1.  Compliance with these specifications.

 2.  The successful company must also provide a representative that has the
     ability to make regular personal office conferences with the Executive
     Secretary and the Steering Committee.

 3.  Ability to work with the Board and the Board Office in the implementation,
     administration and continued communication of any final recommendations
     adopted and implemented by the Board and/or Council.


         3.0  GENERAL INFORMATION AND INSTRUCTIONS 


                             3.1  INFORMATION

 1.  The Board wants to consider proposals along a pre-determined format.
     Any proposal not set out as requested in these specifications will 
     be considered as an alternative proposal.  Alternative proposals will be
     considered by the Board in its sole discretion.  The Board has 
     established a priority format for the proposal and reserves the 
     right not to consider some or all alternative proposals.

 2.  All questions must be answered and cost pages completed in accordance 
     with these specifications.  It is most important that all requested 
     information be submitted with your quotations, since insufficient 
     information can exclude you from consideration.  Information not 
     provided with the proposal at the time the proposal is filed with 
     the Purchasing Agent will not be considered.  The Purchasing Agent 
     reserves the right to waive minor irregularities at the Purchasing 
     Agent's sole discretion.  



 3.  Analysis of proposals will be conducted by representatives of the Board
     Office Staff and the Purchasing Agent.  A recommendation will then be 
     made to the Board as to proposals that should then be considered 
     further by the Board.

 4.  Analysis of the proposals submitted will be on the following criteria:


          Criteria Analyzed                       Relative Weight

    a)  Prior experience in providing consulting	10
        services to public agencies.
    
    b)  Organizational size and structure.		15
    
    c)  Qualifications of the personnel assigned	15
        to execute the services required by The
        Metropolitan Government.
    
    c)  Response to questions specifically asked	15
        in the questionnaire.
    
    d)  Methodology as to how this study will be	20
        done.

    e)  Cost.						25
    
                 TOTAL POINTS			       100

5.  The Board will review the recommendation of the Board Office and the
        Purchasing Agent and select a finalist, or finalists, who will then 
	make an oral presentation to the Board.  The purpose of the oral 
	presentation is to give each company selected an opportunity to further 
	explain their services, capabilities, and qualifications.  After the 
	oral presentation, the full Board will make a selection and report that 
	recommendation to the Purchasing Agent.

 6.  Even though the Board's meetings are public meetings, those selected to
     make an oral presentation to the Board are requested not to attend the
     presentation being made by any other company.

 7.  When oral presentations are made to the Board it is expected that the
     companies will have those persons present at the meeting that will be
     working directly with the Board and the Executive Secretary and who will
     be performing the on-hands, technical work in the administration of the
     consultant services.

 8.  Proposers must be willing to provide company financial statements for the
     last two (2) years if requested by the Board at any stage of the analysis
     process.

 9.  The Board has limited physical space for the consultant to perform 
	on-site work.  Room 105 of the Stahlman Building, which is directly 
	down the hall from the Board Office, will be made available as an 
	on-site work area.  This area will accommodate two (2) workers 
	comfortably.  Telephone service is not available in this room, and 
	work in progress will need to be stored in another area overnight.

10.  Section 7.0, setting out the questions to be addressed by the proposer,
     has been produced using WordPerfect 5.0.  Both 3.5" and 5.25" disks are
     available from the Board Office at the request of any prospective 
     proposer to assist you in preparing your proposal.


                             3.2  INSTRUCTIONS

 1.  All inquiries, need for further information or explanations of these
     specifications must be in writing and addressed to: Stephen B. Gordon,
     Purchasing Agent of The Metropolitan Government, 222 Third Avenue North,
     Fourth Floor, Nashville, TN 37201.  Inquiries can be transmitted via
     facsimile to the Purchasing Agent at (615) 862-6179.  The purchasing
     agent, if he deems it necessary to accomplish the purpose of obtaining
     reliable proposals, will send written instructions to all recipients of
     the specifications, advising them of any clarification.  Telephone
     inquiries are not to be made.  A copy of all such inquiries must also be
     sent to James D. Luther, Executive Secretary, Metropolitan Employee
     Benefit Board, 102 Stahlman Building, Nashville, TN 37201, facsimile
     number (615) 862-6713.

 2.  No verbal inquiries are to be made except for those provided for at the
     pre-selection conference as set out below.  All questions that are
     submitted in writing will be answered in writing.  A copy of the 
     questions and the Purchasing Agent's response will be sent to all 
     proposers that have received a copy of these specifications.  The 
     written questions and written responses will become an addendum to 
     these specifications and become a part of the specifications as if 
     fully set out therein.

 3.  There shall be no communication between any
     proposer, or prospective proposer, either in
     person, writing, or by phone in regard to these
     specifications, the proposal, or the awarding of
     the proposal and (1) any Board member, (2) any
     member of the Board Office Staff, (3) any
     consultant or member of the consultant's staff,
     (4) elected officials or their staff members, or
     (5) any other persons in a position to influence
     the decision of the Board members at any time
     during the process, and until the Board makes its
     decision except at times specified for oral
     presentations by selected companies.

     Direct communication with those persons
     designated above in an attempt to influence the
     awarding of any proposal shall be considered
     grounds for disqualification.

 4.  There will be a pre-selection conference but attendance is not mandatory.
     Verbal questions may be asked at that time.  One of the purposes of a 
     pre-selection conference is to allow an open forum for discussion and
     questions concerning the specifications with all potential proposers
     having an equal opportunity to hear and participate in the response. 
     Verbal questions will receive verbal responses only.  Verbal questions 
     and verbal responses will not be considered as an official part of the
     specifications.

     The Board Office and Purchasing Agent reserve the right to summarize some
     or all verbal inquiries at the conference, in writing, if it is felt that
     such a summary will clarify specific issues.  Summaries will be mailed to
     all proposers that have received a copy of these specifications.

 5.  Proposers who plan to have more than three (3) representatives in
     attendance at the pre-selection conference should notify the Purchasing
     Agent at least three (3) days prior to the pre-selection conference.  All
     expenses incidental to attending the pre-selection conference must be
     borne by the proposer.  The pre-selection conference will be held in the
     office of the Purchasing Agent of The Metropolitan Government, 222 Third
     Avenue North, Fourth Floor, Nashville, Tennessee, on October 4, 1993 at
     1:00 p.m., local time.

 6.  All written questions must be submitted on corporate letterhead, and if
     available, a fax number should be included so that responses can be faxed
     to proposers.  All questions received prior to or at the pre-selection
     conference will be read aloud and will receive an official written
     response.  Verbal questions asked at the pre-selection conference may be
     submitted, for official response, after the pre-selection conference, but
     only if in writing.  Any subsequent questions, must be presented to the
     Purchasing Agent, with a copy to the Executive Secretary of the Board,
     prior to 12:00 noon on the 1st day of October 1993.  Any written 
     questions received after that time will be returned unanswered.  
     Written questions and responses will be included in the 
     specifications as an addendum.


 7.  The Purchasing Agent reserves the right to clarify proposals after
     proposals are opened by contacting any proposer, if such is deemed
     necessary at the discretion of the Purchasing Agent.  All discussions 
     with proposers by the Purchasing Agent will be in conformity with and as
     authorized by Metro Code Section 4.12.040(F).

 8.  Upon completion of the analysis of the proposals, the Board and 
     Purchasing Agent reserve the right to negotiate the final terms and 
     conditions with the proposer selected by the Board.  In the event 
     the Board and Purchasing Agent are unable to execute a contract with 
     that proposer, the Board and Purchasing Agent reserve the right to 
     negotiate with the proposer submitting the next best proposal, 
     without going back through a new proposal process.

 9.  Any conflict between the specifications and any response made under 3.2
     (6) that is made an addendum to the specifications shall be resolved in
     favor of the language in the addendum.  

10.  Your proposal may be mailed or delivered to:  Stephen B. Gordon,
     Purchasing Agent of The Metropolitan Government, 222 Third Avenue North,
     Fourth Floor, Nashville, TN 37201.  Your proposal must be received in the
     Office of the Purchasing Agent by October 26, 1993, at 2:00 p.m. local
     time.  The proposals will not be available for public inspection until a
     final award has been made by the Purchasing Agent (Metro Code 
     4.12.040(D).

11.  All proposals received in response to these specifications will be
     maintained by the Purchasing Agent and are a matter of public record by
     state law and subject to public inspection except during the time 
     reserved for review by the Purchasing Agent, as set out in #10 above.

12.  All proposals submitted must be signed by an authorized officer of the
     company.  Unsigned proposals will not be considered.

13.  All proposals are to begin with the title page, which shall contain the
     following information:

          "Proposal for consultant services on The Metropolitan Employee
          Benefit System as requested by The Metropolitan Employee
          Benefit Board on September 13, 1993."

     This statement is then to be followed by the proposer's corporate name 
     and address, the name and telephone number of a contact person, and 
     the date that the proposal was submitted.

     One proposal should be marked "Original:  Proposal for consultant 
     services on The Metropolitan Employee Benefit System as requested by The
     Metropolitan Government Benefit Board on September 13, 1993."

14.  The second page of the proposal shall be a Table of Contents which shall
     include a clear identification of each part of the proposal and the
     materials presented with the proposal.

15.  Proposers must submit fifteen (15) copies of their proposal.  All fifteen
     copies should be in separate three-ring binders.

     FAILURE TO SUBMIT FIFTEEN (15) COPIES OF THE PROPOSAL WILL BE GROUNDS FOR
     REJECTION OF ANY PROPOSAL.  Proposals consisting of 20 pages or less may
     be submitted in clasp folders.

16.  The successful proposer must execute a performance bond, in the amount of
     the negotiated value of the contract, guarantying faithful performance
     of all conditions contained in the Contract.  The bond shall be with a
     surety company, authorized to write bonds in the State of Tennessee,
     acceptable to the Board and Purchasing Agent as to form and content.  An
     executed copy of the bond must be supplied to the Purchasing Agent at the
     time the executed contract is submitted.  The performance bond shall be
     kept in force for the duration of the contract.  The performance bond
     called for in the section is required by law and may not be waived by the
     Board.

17.  The proposer will be required to maintain, for a period of three (3)
     years, documentation for all charges made to the Board under the terms of
     any contract issued pursuant to this specification.  All such records 
     will be subject to audit.

18.  It is essential that all requested information, answers to questions,
     etc., be shown in the format set out in the specifications.  Exhibits may
     be attached in response to questions, but only if identified in such a
     manner that they are clearly identifiable as a response to a specific
     question.  Do not refer to other parts of your proposal, in lieu of
     completing  a specific question in the specifications.
                                
19.  These specifications and addendums will be incorporated by reference into
     the final contract document.

20.  The Board has complete jurisdiction over the administration of the 
     benefit system.  The system is managed on a day-to-day basis by the 
     Executive Secretary.  The successful proposer will be expected to 
     cooperate fully with the Executive Secretary and the Board Office 
     Staff in the day-to-day implementation and administration of the 
     contract, insofar as the Executive Secretary or Board Office Staff 
     is involved in the administration of the contract.  All reports and 
     communications are to be submitted to the attention of the Executive 
     Secretary.

21.  The Board reserves the right to mail these specifications to companies
     that, in the discretion of the Board, are qualified to perform the
     consulting services requested herein, even if such company does not, on
     its own accord, request a copy of these specifications.

22.  If your response was done using WordPerfect, Microsoft Word, or
     DisplayWrite, we would appreciate a copy of your proposal being submitted
     to us also on 3.5" or 5.25" disk to assist us in developing our analysis. 
     Please enclose the disk with your original proposal document or send the
     disk to Connie Buchanan, The Metropolitan Employee Benefit Board, 102
     Stahlman Building, Nashville, TN  37201.

23.  By submitting a properly executed proposal, the proposer will be
     certifying that the proposal submitted is valid for four (4) months after
     the closing date for receipt of proposal.

24.  Proposers will be expected to sign a statement that they are in agreement
     with all the terms and conditions presented in the RFP, the exhibits, and
     addenda to the RFP.  For any term or condition to which the proposer 
     takes exception, the proposer shall specifically identify the 
     language for which an exception is made and present proposed 
     replacement language.  Any proposed replacement language will be 
     submitted for clarification only and will not be considered by 
     Metro, to be contingent upon its acceptance or rejection.  The 
     Metropolitan Government assumes no obligation to accept,
     reject, or negotiate terms or conditions with the successful proposer.


                     3.3  TENTATIVE SCHEDULE OF EVENTS



          EVENT                             DATE            TIME


 1)  Advertisement of specifica-
     tions in newspaper

 2)  Specifications issued to
     companies requesting
     specifications and to
     companies selected by the
     Board to be provided with an
     unsolicited copy of the
     specification



 3)  Final date and time for
     submitting written questions
 
 4)  Pre-Selection Conference

 5)  Final date for Board Office
     and Purchasing Agent to
     respond to written questions
 
 6)  Proposal closing date and
          time

 7)  Analysis by Board Office/
     Purchasing Agent and review
     of decision by the Board of
     those who will make oral
     presentations

 8)  Oral presentations made to
     Board

 9)  Selection by Board and
     Purchasing Agent of company
     to receive contract (special
     called meting)

10)  Timeframe for Board and
     company selected to finalize
     contract

11)  Formal acceptance of contract
     by Board and awarding of
     contract by Purchasing Agent

12)  Effective beginning date of
     the contract



		               3.4  Statistics


The following statistics are given to indicate the nature of the work force at
the present time (as of July 31, 1993) and the number of pensioners serviced 
by the Board:

1.   Active Employees (Non Board of Education):      8,645

2.   Active Employees (Board of Education):          2,423

3.   Closed County Plan (Total 348):
     Part A:   Medical Disability Pension              36
               In-Line-of-Duty Disability Pension      14
               Service Pension                         180
               Survivor's Pension                      118

4.   Old City Civil Service (Total 593):
     Part A:   Medical Disability Pension              102
               In-Line-of-Duty Disability Pension      23
               Service Pension                         237
               Survivor's Pension                      231

5.   Closed City Police and Fire Plan (Total 686):
     Medical Disability Pension                        51
     In-Line-of-Duty Disability Pension                157
     Service Pension                                   226
     Survivor's Pension                                252

6.   Open Metro Plan (Total Pensioners 2,733):
     Medical Disability Pension                        449
     In-Line-of-Duty Disability Pension                319
     Service Pension                                 1,706
     Survivor's Pension                                259


		4.0  CONTRACT REQUIREMENTS

The successful proposer must be willing to sign a contract with The 
Metropolitan Government, by and through the Board as The Metropolitan 
Government's authorized agent, which shall include,  but not be limited 
to, the following:

 1.  The contract shall consist of:

     (a)  These specifications and any addenda which may be subsequently
          issued;

     (b)  The proposal submitted by the successful proposer to these
          specifications;

     (c)  A formal contract document, which will incorporate the
          specifications, addenda, and the proposal.

 2.       A basic contract is attached as Exhibit C.  The final contract will
          contain the provisions as set out in the basic contract and the 
	  language agreed upon by the Board and the successful proposer.  If 
	  there are provisions that you object to in the basic contract, they 
	  must be identified in your proposal.  If there are provisions 
	  excluded, that you require in the contract, you must  specify those 
	  provisions in your proposal. 

 3.  All services performed by the successful proposer shall be provided in an
     independent contractor capacity and not in the capacity of officers,
     agents, or employees of The Metropolitan Government.  The successful
     proposer will be solely and entirely responsible for its acts and for the
     acts of its agents, employees, servants and sub-contractors committed
     during the performance of the contract.

 4.  The contract shall be administered on behalf of The Metropolitan
     Government by the Executive Secretary.

 5.  Any services that are proposed under these specifications are to be
     performed by employees of the successful proposer, and if any part of the
     work is to be subcontracted, the proposer shall provide a detailed
     disclosure in the proposal document of all services that are to be
     subcontracted and an outline of the contractual arrangements made with 
     any subcontractors.  All subcontractor services shall be subject to the
     approval of the Board.

     Proposers shall furnish in their proposal, the corporate or company name
     and names of all officers or principals of any companies to which there 
     is a subcontract identified.

     The successful proposer shall not assign or transfer any interest it 
     might have in this contract, without the prior written consent of The
     Metropolitan Government, by and through its authorized agent, the Board.

 6.  The successful proposer shall agree to a hold harmless clause as set out
     in the contract, and shall maintain in effect a policy of insurance,
     including public liability and property damage coverage, of not less than
     $1,000,000 single limit liability, or produce evidence of self insured
     coverage satisfactory to the Board.

 7.  The successful proposer shall maintain in effect Worker's Compensation
     Insurance with Employer's Liability limits of not less than $100,000.

 8.  The Board reserves the right to terminate the contract at any time,
     without penalty or recourse, by giving written notice to the successful
     proposer at least thirty days (30) prior to the effective date of such
     termination.  The successful proposer shall be entitled to receive
     compensation for all services that have been provided prior to the
     effective date of such termination.

 9.  The successful proposer must give the Board thirty (30) days' notice 
     prior to any termination initiated by the successful proposer.  The 
     parties may agree mutually on a shorter period of time.

10.  In the event that either party terminates the contract, as provided for
     herein, or if the contract terminates by expiration or its own terms, the
     successful proposer agrees that it shall give to the Executive Secretary
     copies of all work files within thirty (30) days of the notification of
     cancellation or expiration of the contract.

11.  Contract Audit.  The Metropolitan Government shall be entitled to audit
     the books and records of a proposer or any subcontractor under any
     contract or subcontract to the extent that such books and records relate
     to the performance of such contract or subcontract.  Such books and
     records shall be maintained by the proposer for a period of three (3)
     years from the date of final payment under the prime contract and by the
     subcontractor for a period of three (3) years from the date of final
     payment under the subcontract, unless a shorter period is authorized in
     writing (Metro Code 4.12.180).

12.  In the event of any contract dispute between the parties, or any
     litigation arising out of any Contract executed as a result of these
     specifications, it is understood and agreed that any such Contract was
     executed and performed in Davidson County, and as such, it is agreed by
     both parties that venue for said litigation, including an action for
     Declaratory Judgment, shall be in Davidson County.

13.  In the event of litigation arising out of any Contract executed as a
     result of these specifications, it is agreed that if the successful
     proposer is held liable for damages, or is found to have breached the
     Contract, that the successful proposer will also pay The Metropolitan
     Government reasonable attorneys' fees and expenses incurred during the
     litigation whether the attorney fees be for services performed by outside
     attorneys or attorneys employed by The Metropolitan Government's
     Department of Law.

14.  In the event that the proposer shall fail to perform, keep and observe 
	any of the terms and conditions of the Contract to be performed, kept 
	or observed, the Executive Secretary, after approval of the Board, 
	shall give the successful proposer written notice of such default; 
	and, in the event said default is not remedied to the satisfaction and 
	approval of the Board within thirty (30) days of receipt of such 
	notice by the proposer, or such shorter time as set by the Board but 
	in no event less than seven (7) calendar days, the successful proposer 
	may be declared in default and all rights hereunder shall terminate.  
	At the direction of the Board, the successful proposer shall then have 
	no right to further operate under the terms of the Contract.  The 
	proposer, in accepting the Contract, agrees that Metro shall not be 
	liable to prosecution for damage in the event that
     	Metro declares the proposer in default hereunder.

15.  The successful proposer will be required to execute an affidavit that 
	they have not colluded with any other person, firm, or corporation in 
	regard to the proposal submitted.

16.  Proposers are required to certify the following statement:

     No member, officer, or employee of the board; no member of the
     governing body of the locality in which the contract is to be
     performed, and no other public official of such locality who
     exercise any functions or responsibilities with respect to the
     Contract, shall, during his tenure, or for one (1) year thereafter,
     have any interest, direct or indirect, in this Contract or the
     proceeds thereof.

17.  The successful proposer, upon being awarded a contract, shall sign the
     following Declaration:

     "Proposer declares that as of the date of the declaration, neither
     the Mayor, any Councilman, Director, nor any other Metropolitan
     Government Official is directly or indirectly interested in any
     contact for which compensation will be sought during the period of
     time covered by such statement:  and furthermore, pledges that the
     Proposer will notify the Director of Finance in writing should any
     Metropolitan Government Official become either directly or
     indirectly interested in any contract for which compensation will be
     sought during the aforesaid period.  As of the date of this
     Declaration, the Proposer has not given or donated, or promised to
     give or donate, directly or indirectly, to any official or employee
     of The Metropolitan Government, or to anyone else, for its benefit
     any sum of money or other thing of value for aid or assistance in
     obtaining any contract for which compensation will be claimed during
     the aforesaid period.  Furthermore, the proposer declares that by
     its employment policy standards and practices, it does not subscribe
     to any personnel policy which permits or allows for the promotion,
     demotion, employment, dismissal, or laying off of any individual due
     to his/her race, creed, color, national origin, age or sex; and that
     it will not discriminate against any individual due to his/her race,
     creed, color, national origin, age or sex."

     Proposer, by signing and executing the Contract, does further
     declare, in determining the prices and/or amounts of the proposal,
     it has not colluded with any other person, firm, corporation or
     association, in arriving at said prices and/or amounts or in any way
     violated the terms, conditions and/or spirit of the provisions of 15
     U.S.C., ##1 through 7 (Sherman Anti-Trust Act.)

     The above affirmative declaration and statement shall remain in full
     force and effect until the end of the present fiscal year of The
     Metropolitan Government.

18.  The 1992 Procurement Code also contains an "Ethics and Public 
     Contracting" section.  Metro Code Section 4.48.010 through 4.48.140 
     is attached as Exhibit D.  All proposers and metropolitan employees 
     involved in this process are bound by these provisions and strict 
     adherence will be applied to all parties.

It shall be the responsibility of any proposer to thoroughly familiarize
themselves with the provisions of these specifications.  At the time of 
executinga final Contract, no consideration will be given to any claim of
misunderstanding.  Should any question arise as to the proper interpretation 
of terms and conditions of these specifications, the decision of the 
Board shall be final.


   5.0  PLANS/DOCUMENTS APPLICABLE TO SPECIFICATIONS

The following documents will be a part of the review by the consultant.  Some
documents have been included with these specifications and are designated by
being marked as exhibits.  Those documents not attached to the specifications 
are available for inspection through the Purchasing Agent, or will be 
provided upon the awarding of the contract.

 1.  The Metropolitan Employee Benefit System (Exhibit B)

 2.  The current life insurance brochure (Exhibit E)

 3.  The Self Insured Medical Plan Document

 4.  The CIGNA Healthcare Plan

 5.  The PruCare Healthcare Plan

 6.  The Prudential Dental Plan

 7.  The Investment Objectives of the Investment Committee (Exhibit F)

 8.  The Deferred Compensation Plan

 9.  The Voluntary Insurance Plan Rules and Regulations (Exhibit G)

10.  The Flexible Benefits Plan

11.  The Board presently has pending before The Metropolitan County Council an
     ordinance providing for case management services for both disability
     pensioners and active employees.  It is anticipated that the ordinance
     will be passed by the time the proposal is awarded by the Board and the
     Purchasing Agent.  Part of the responsibilities of the consultant will be
     to review the policies and procedures within this program and to make
     recommendations in regard to any necessary changes.

12.  The Board Office is in the process of developing a comprehensive policy
     and procedure manual for the office.  This manual will deal with policies
     and procedures for the Accounting Unit, Administrative Unit, Data
     Processing Unit, Medical and Life Unit, and the Pension Unit.  The
     successful proposer will be asked to review the policy and procedure
     manual for recommended changes in structure, and comments on procedures
     that should be modified or added.

13.  The Board, in looking at ways to communicate the benefit system to
     employees, will also be looking at the best method to use for this in the
     future.  The Board wishes to review different types of publications so
     that the one selected can be easily modified in the future as changes are
     made to the system, and will allow for supplemental language to be added
     in the future to publications that employees have already been given, at
     a minimal expense.


   6.0  QUESTIONNAIRE SECTION FOR CONSULTANT SERVICES


                            6.1  ADMINISTRATION

This section contains all of the information relating to the vendor's
organization, personnel, and experience that would substantiate the
qualifications and capabilities to perform the services requested.

                         6.2  GENERAL INFORMATION

 1.  a.  What is the service area of your company?  Please provide a listing 
by state and city.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

     b.  If several offices will be working on this proposal, set a clear
description of what services will be provided by each location.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
   
     c.   Which location would be the primary office to service the Board's
account and what services will be provided through this office?
______________________________________________________________________________
______________________________________________________________________________

 2.  a.  How long have you provided consultant services for defined benefit
plans? _______________________________________________________________________
______________________________________________________________________________

     b.  How long have you provided consultant services for welfare benefit
plans? _______________________________________________________________________
______________________________________________________________________________

     c.  How long have you provided consultant services for investment plans?
______________________________________________________________________________

 3.  Set out your company's experience that substantiates that you meet the
minimum requirements as set out in Section 2.1 (3 and 5).

 4.  List any characteristics of your firm that you feel make you unique from
other consultants in this field:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

 5.  How much management autonomy is extended to the office which is to 
provide the consulting services under this contract?
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

 6.  a.  Will the office in charge of this contract have access to resource
consultants in other offices?     Yes _____     No _____

     b.  If so, what are the billing procedures for work performed by the
resource office?
_____________________________________________________________________________
_____________________________________________________________________________

     c.  Please describe the resources that will be available from other 
offices, if applicable.
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

 7.  Please set out any potential conflicts of interest that you can foresee 
if you are selected as the successful proposer, or state affirmatively 
that you foresee none.
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

 8.  a.  Are you owned by or does any insurance company have part ownership 
in the company?   Yes _____      No _____

     b.  If so, please set out, in detail, all such relationships.
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

 9.  a.  Does your firm broker insurance coverage?     Yes _____     No _____

     b.  If so, please set out, in detail, all such relationships.
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

10.  Describe your organization's legal research capabilities.
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

11.  a)  Is the work you complete considered copyrighted?  Yes ____   No ____

     b)  Do you place any contractual limitations on your clients' ability to
utilize your work product?         Yes _____      No _____

12.  Are there areas that were not designated in Section 1.5 that you would
recommend be added to the study?    Yes _____          No _____

     If so, please specify as to area and estimated time and cost to perform
study in each area.  ________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________


                        6.3  STATISTICAL/FINANCIAL

 4.   a.  How many clients do you currently service in:

     1.  The Public Sector ___________________
     2.  The Private Sector ___________________

 5.  Has your company generated operating income greater than operating 
expenses during the following years:

     a)  1990:  ______  Yes     _______  No
     b)  1991:  ______  Yes     _______  No
     c)  1992:  ______  Yes     _______  No

 6.  Are you willing to provide, at the Board's request, copies of the 
financial statements of your company?        Yes ______          No _____

NOTE:  All documents supplied to the Board in a request for proposals process
become public records and are subject to review by the general public.


                         6.4  LITIGATION/INSURANCE

 7. (a) Have any of the principals, or the firm, ever been named in a lawsuit
dealing with your consultant services?
    Yes ______   No ______

    (b) If so, please give general details of each such lawsuit as to the 
basic theory of the plaintiff. 
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

 8.   Does your company have professional liability insurance? 
     Yes ______     No _______

     If so, please provide details. __________________________________________
______________________________________________________________________________
______________________________________________________________________________
                     
 9.   What insurance does your company carry that would protect The 
Metropolitan Government in the event of litigation? 
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

                              6.5  REFERENCES

10.  List five (5) current references of public sector clients that you have
provided services to in the last two (2) years that are still clients, and 
list the duration and the dates of the relationship that you have with these 
accounts.  Give full company name, address, phone number, and the person 
we can contact that worked directly with you in overseeing the program 
for that company.  For each client listed, set out, in detail, the scope 
of the work performed.  Please be specific as to the type of area 
involved, i.e., service pension, disability pension, welfare benefits, 
deferred compensation, etc.

(1) __________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(2) __________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(3) __________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(4) __________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(5) __________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

11.  List five (5) current references of companies, other than public sector
clients, that you have provided services to, in the last two (2) years that 
are still clients, and list the duration and the dates of the 
relationship that you have with these accounts.  Give full company name, 
address, phone number, and the person we can contact that worked 
directly with you in overseeing the program for that company.

(a)  _________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(b) __________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(c) __________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(d) __________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(e) __________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

12.  List five (5) former clients to which you provided services in the public
sector.  Give full company name, address, phone number, and the person we can
contact that worked directly with you in overseeing the program for that 
company.  For each client listed, set out, in detail, the scope of the 
work performed.  Please be specific as to the type of area involved, 
i.e., service pension, disability pension, welfare benefits, deferred 
compensation, etc.

(a) __________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(b) __________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(c) __________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(d) __________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(e) __________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

13.  Please provide a similar listing of any other public sector clients that 
you wish to include as references.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

14. Who are the five (5) most progressive and innovative public sector clients
that you now work with, or have worked with in the last five (5) years.  Give
full company name, phone number, and the person we can contact that worked
directly with you in overseeing the program for that company.


                         6.6  STAFF QUALIFICATIONS

Note:  The Board reserves (1) the right to be notified of any change in the
senior consultant assigned to the contract, and (2) the right of approval of 
any staff reassignment which impacts the hourly rate of compensation for 
personnel identified in the organizational chart.

 1.  Please provide the name and educational, professional and work experience
background of the person in charge of the office that would service this
contract.  This should be in the form of a detailed resume of all principal
personnel that will be supervising or working directly on this contract and
indicate on the resume the category that this person falls in for billing
purposes.

 2.  If the person that would have direct supervisory control over this 
contract is someone other than the person listed in question #1 above, 
please provide the same information for the person having the supervisory 
responsibility.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

 3.  Would the person in #2 have supervisory experience over other consultant
contracts while this contract was being performed?      Yes _____     No _____ 

 4.  Please provide an organizational charge showing all personnel that will 
be involved with this account, as well as the name, educational, 
professional, and work experience background of all personnel to be 
assigned to this contract.   This should be in the form of a detailed 
resume of all principal personnel that will be supervising or working 
directly on this contract.

5.  What on-going organized professional training programs do you maintain for
your staff?  Please describe such programs.
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________


                           6.7  COST INFORMATION

 1.  In preparing charges for payment under this proposal, what is the 
duration of billing units used to prepare invoices?  (i.e., 1/10 hours 
1/6 hour; 1/4 hour, or other)
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

 2.  What will be your billing cycle for:

(a) Services ________________________________________________________________

(b) Direct Office Expenses __________________________________________________

(c) Travel __________________________________________________________________

(d) Hotel, Meals ____________________________________________________________

(e) Miscellaneous Expenses such as Printing, etc. ___________________________

Note:  All expenses must be verified by receipt.  Travel expenses shall not
exceed Metro per diem (see attached Exhibit H).

 3.  How does your company bill for computer time and related services?
_____________________________________________________________________________
_____________________________________________________________________________

 4.  a.  What period of time is allowed from your billing date to payment 
date?
_____________________________________________________________________________
_____________________________________________________________________________

     b.  Can this period be modified if necessary?     Yes _____     No _____

     c.  Are there any late charge penalties if billings are not paid within 
this timeframe?          Yes _____      No _____

 5.  a.  Please set out the names of those individuals that will need to make
trips to Nashville, if your company is outside of Nashville, and the 
estimated number of trips each individual will make.
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________

     b.  Will they travel by air or by automobile?
_____________________________________________________________________________

     c.  How many nights do you estimate they will spend in Nashville?
______________________________________________________________________________

 6.  a.  What do you estimate to be the minimal amount of time to perform this
study?         ____________ days

     b.  What do you estimate to be the maximum amount of time to perform this
study?         ____________ days

 7.  Set out, in detail, the methodology that you will use in this study for 
each of the areas set out in Section 1.5.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

                       6.8  CONSULTANT COST ANALYSIS

A-1. Our dollar per hour charge to provide the consultant services, based upon
     the specifications, is:

        $______________ per hour/for Senior Consultant (Principal)

          ______________ proposed maximum projected hours for senior 
	consultant based upon methodology

A-2. Our dollar per hour charge to provide the consultant services, based upon
     the specifications, is:

      $______________ per hour/for Senior Consultant (Non-Principal)

A-3. Our dollar per hour charge to provide the consultant services is:

                  $_____________ per hour/for Consultant

A-4. Our dollar per hour charge to provide the consultant services is:

               $_____________ per hour/for Technical Support

A-5. Our dollar per hour charge to provide the consultant services is:

                   $_____________ per hour/ for Clerical

By signing this cost analysis proposal, the provider certifies to the 
following:


It is hereby acknowledged that the company making this proposal is a 
corporation or other legal entity authorized to perform the services 
specified in these specifications.  It is further certified that:

(1)  The individual signing the proposal is an individual in the organization
     responsible for, or otherwise authorized to make, decisions as to prices
     quoted within this proposal.

(2)  That this proposal shall remain valid for four (4) months after the
     closing date for the receipt of proposals.

(3)  That the proposer is in agreement with the terms and conditions presented
     in the specifications except for those that have been specifically noted
     as exceptions in the response.  (Exceptions are to be set out in a
     separate document headed, "7.8 (3) (4) EXCEPTIONS TO RFP OR CONTRACT
     LANGUAGE AND PROPOSED REPLACEMENT LANGUAGE."

(4)  That for all terms or conditions to which this proposer has taken
     exception to the terms and conditions as set out in the specifications,
     either to content or purpose, the proposer has identified and presented
     proposed replacement language.

(5)  That the individual signing this proposal has the authority to bind the
     proposer to the terms and conditions set out in this document.


          Name of Company ___________________________________

          Signature _________________________________________

          Position __________________________________________

          Date ___________________________________________                   


                                   EXHIBIT C

                           CONTRACT FOR SERVICES


   1.  This contract is entered into on this _______ day of __________________,
19____, by and between The Metropolitan Government of Nashville and Davidson
County, a municipal corporation of the State of Tennessee, acting by and 
through The Metropolitan Employee Benefit Board, hereinafter collectively 
referred to as "Metro," and 
______________________________________________________________________________
______________________________________________________________________________
(full name and address) ("Contractor"), and shall take effect at 12:01 a.m. on
January 2, 1994.  This contract consists of this document, Metro's Request for
Proposals, [Item(s) ____] dated _____________________, 19____, and 
Contractor's Proposal, dated ______________________, 19____.  In the 
event of conflicting provisions, all documents shall be construed 
according to the following priorities:  any properly executed amendment 
or change order to this contract (most recent with first priority), this 
contract, the Request for Proposals, and Contractor's Proposal.

   2.  Purpose.  Contractor agrees to provide and Metro agrees to purchase the
following services:

     [This language to be mutually agreed to by Metro and Contractor]

   3.  Term.  The term of this contract is _________________________________
____________________________________________________________________________. 
This contract may be extended for _______ additional term(s) of ______ [days]
[months] [years] each.  The option to extend shall be exercised by and in the
discretion of Metro.  To be effective, any extension must be approved by 
Metro's Department of Law and Finance.  In no event shall the term of 
this contract, including extensions, exceed _________ [months] [years].

   4.  Compensation.  Contractor shall be paid _____________________________
to be billed on the following basis:  (check if applicable)
_____ single payment following completion,
_____ monthly payment, beginning __________________________________,
_____ quarterly payment, beginning ________________________________,
_____ other (explain) ______________________________________________________
____________________________________________________________________________.

All payments by Metro shall be made within thirty (30) days of receipt of
invoice.

   5.  Termination-Breach.  If the Contractor fails to fulfill in a timely and
proper manner any of its obligations under this Contract, or if it violates 
any of the terms of this Contract, Metro shall have the right to immediately
terminate this Contract and withhold payments in excess of fair compensation 
for work satisfactorily completed.  Notwithstanding the above, the 
Contractor shall not be relieved of liability to Metro for damages 
sustained by virtue of any breach of this Contract by the Contractor.

   6.  Termination by Metro.  This Contract may be terminated by Metro by 
giving written notice to the Contractor at least thirty (30) days before 
the effective date of termination.  In that event, the Contractor shall 
be entitled to receive just and equitable compensation for any authorized 
work satisfactorily completed as of the termination date.  Continuation 
of this Contract shall be subject to the availability of lawful authority 
to continue the Program and availability of funds.

   7.  Termination by Contractor.  This Contract may be terminated by the 
Contractor by giving written notice to Metro at least thirty (30) days before 
the effective date of termination.  In that event, Metro shall be 
entitled to receive just and equitable compensation for any authorized 
work satisfactorily completed as of the termination date.

   8.  Mutual Consent.  This Contract may be terminated at any time upon 
written consent of both parties.

   9.  Termination-Funding.  Should funding for this contract be discontinued,
Metro shall have the right to terminate the contract upon written notice to
Contractor.

  10.  Compliance with laws.  Contractor agrees to comply with any applicable
federal, state, and local laws and regulations in the performance of its duties
under the contract.

  11.  Notices.  All notices or demands required or permitted hereunder shall 
be in writing and shall be served either by:

     a.   First class mail, postage prepaid, or by

     b.   Facsimile transmission immediately followed by original copy via
          first class mail, postage prepaid.

Such notice or demand shall be addressed to the party being served at the
following address or at such other address as said party shall have theretofore
notified in writing:

     To Contractor:


               



     To Metro, In Care of:

               The Metropolitan Employee Benefit Board
               ATTN:  Executive Secretary
               102 Stahlman Building
               Nashville, TN  37201
               [Facsimile Phone Number:  615/862-6713]

  12.  Maintenance of Records.  The Contractor shall maintain documentation 
for all charges against Metro under this Contract.  The books, records 
and documents of the Contractor, insofar as they relate to work performed 
or money received under this Contract, shall be maintained for a period 
of three (3) full years from the date of final payment, and shall be 
subject to audit, at any reasonable time and upon notice, by Metro or its 
duly appointed representative.  The  records shall be maintained in 
accordance with generally accepted accounting principles.

  13.  Metro Property.  Any Metro property, including but not limited to books,
records, and equipment, that is in Contractor's possession shall be maintained
by Contractor in good condition and repair, and shall be returned to Metro by
Contractor upon termination of the contract.  All goods, documents, records, 
and other work product and property produced during the performance of 
this contract are deemed to be Metro property.

  14.  Original Contract and Modification of Contract.

a)   Amendments and Waivers - This Agreement may not be amended or modified
     except by written agreement executed by both parties hereto.  All change
     orders, where required, shall be executed in conformance with Section
     6.102 of Metro's Procurement Code.

b)   Original Document -The original of this document shall be executed by all
     parties to this agreement and this document, as well as Exhibits A and B,
     shall be filed as a public record with The Metropolitan Clerk.  All
     amendments to this document shall be filed with The Metropolitan Clerk 
     and shall not be binding on the parties until so filed.

  15.  Partnership/Joint Venture.  Nothing herein shall in any way be 
construed or intended to create a partnership or joint venture between 
the parties or to create the relationship of principal and agent between 
or among any of the parties.  None of the parties hereto shall hold 
itself out in a manner contrary to the terms of this paragraph.  No party 
shall become liable for any representation, act, or omission of any other 
party contrary to the terms of this paragraph.

  16.  Waiver.  No waiver of any provision of this contract shall affect the
right of any part thereafter to enforce such provision or to exercise any 
right or remedy available to it in the event of any other default.

  17.  Employment.  Civil Rights - Contractor certifies that no person, on the
ground of race, color, religion, sex, age, handicap, or national origin, will 
be excluded from participation in, or be denied the benefits of, or be 
otherwise subjected to discrimination in the performance of this 
Contract, or in the employment practices of the Contractor.  The 
Contractor shall, upon request,  show proof of such non-discrimination, 
and shall post in conspicuous  places, available to all employees and 
applicants, notices of non-discrimination.

  18.  Continent Fees. Contractor hereby represents that Contractor has not 
been retained or retained any persons to solicit or secure a Metropolitan 
Government contract upon an agreement or understanding for a contingent 
commission, percentage, or brokerage fee,except for retention of bona 
fide employees or bona fide established commercial selling agencies for 
the purpose of securing business.

  19.  Conflict of Interest.

A)   Proposers are required to certify the following statement:

          No member, officer, or employee of the board; no member of the
          governing body of the locality in which the contract is to be
          performed, and no other public official of such locality who
          exercise any functions or responsibilities with respect to the
          Contract, shall, during his tenure, or for one (1) year
          thereafter, have any interest, direct or indirect, in
          this Contract or the proceeds thereof.

B)   The successful proposer, upon being awarded a contract, shall sign the
     following Declaration:

          Proposer declares that as of the date of the declaration,
          neither the Mayor, any Councilman, Director, nor any other
          Metropolitan Government Official is directly or indirectly
          interested in any contact for which compensation will be
          sought during the period of time covered by such statement: 
          and furthermore, pledging that the Contractor will notify the
          Director of Finance in writing should any Metropolitan
          Government Official become either directly or indirectly
          interested in any contract for which compensation will be
          sought during the aforesaid period.  In addition, as of the
          date of the Contract, the Contractor has not given or donated,
          or promised to give or donate, directly or indirectly, to any
          official or employee of The Metropolitan Government, or to
          anyone else, for his benefit any sum of money or other thing
          of value for aid or assistance in obtaining any contract for
          which compensation will be claimed during the aforesaid
          period.  This statement shall be filed with The Metropolitan
          Government, Department of Finance, and will expire at the end
          of the fiscal year of The Metropolitan Government, for which
          filed.  Furthermore, the Contractor declares that by its
          employment policy standards and practices, it does not
          subscribe to any personnel policy which permits or allows for
          the promotion, demotion, employment, dismissal, or laying off
          of any individual due to that individual's race, creed, color,
          national origin, age or sex; and that it will not discriminate
          against any individual due to that individual's race, creed,
          color, national origin, age or sex."

          Contractor does further declare, in determining the prices
          and/or amounts of the proposal, he has not colluded with any
          other person, firm, corporation or association, in arriving at
          said prices and/or amounts or in any way violated the terms,
          conditions and/or spirit of the provisions of 15 U.S.C., ##1
          through 7 (Sherman Anti-Trust Act.)

  20.  Gratuities and Kickbacks. It shall be a breach of ethical standards for
any person to offer, give, or agree to give any employee or former employee, 
or for any employee or former employee to solicit, demand, accept, or 
agree to accept from another person, a gratuity or an offer of employment 
in connection with any decision, approval, disapproval, recommendation, 
preparation of any part of a program requirement or a purchase request, 
influencing the content of any specification or procurement standard, 
rendering of advice, investigation, auditing or in any other advisory 
capacity in any proceeding or application, request for ruling, determination, 
claim, or controversy or other particular matter, pertaining to any program 
requirement of a contract or subcontract or to any solicitation or 
proposal therefor.  It shall be a breach of ethical standards
for any payment, gratuity or offer of employment to be made by or on behalf of
a subcontractor under a contract to the prime contractor or higher tier
subcontractor or any person associated therewith, as an inducement for the 
award of a subcontract or order.

  21.  Indemnification and Hold Harmless.  Contractor shall indemnify, defend 
and hold harmless Metro, its officers, agents, and employees from:

a)   Any claims or damages for injuries or damages arising, in part or in
     whole, from the negligent or intentional acts or omissions of Contractor,
     its officers, employees and/or agents, including its sub or independent
     contractors, in connection with the performance of the contract.

b)   Any claims, damages or penalties arising from any failure of Contractor,
     its officers, employees and/or agents, including its sub or independent
     contractors, to observe applicable laws, including, but not limited to,
     labor laws and minimum wage laws.

  22.  Attorney Fees.  Contractor agrees that, in the event either party deems
it necessary to take legal action to enforce any provision of the contract,and
in the event Metro prevails, Contractor shall pay all expenses of such action
including Metro's attorney fees and costs at all stages of the litigation,
whether such work is performed by attorneys in the Metropolitan Department of 
Law of by attorneys employed by Metro who are not employees of Metro 
(i.e., outside attorneys).

  23.  Assignment-Consent Required. The provisions of this contract shall inure
to the benefit of and shall be binding upon the respective successors and
assignees of the parties hereto.  Neither this contract nor any of the rights 
and obligations of Contractor hereunder shall be assigned or transferred 
in whole or in part without the prior written consent of Metro.  Any such 
assignment or transfer shall not release Contractor from its obligations 
hereunder.

  24.  Entire contract.  This contract sets forth the entire agreement between
the parties with respect to the subject matter hereof and shall govern the
respective duties and obligations of the parties.

  25.  Force Majeure. No party shall have any liability to the other hereunder
by reason of any delay or failure to perform any obligation or covenant if the
delay or failure to perform is occasioned by force majeure, meaning any act of
God, storm, fire, casualty, work stoppage, strike, lockout, labor dispute, 
civil disturbance, riot, war, national emergency, act of Government, act 
of public enemy, or other cause of similar or dissimilar nature beyond 
its control.

  26.  Governing Law.  The essential validity of this Agreement, all matters of
performance, nonperformance or breach, all matters of damage or liability, and
all questions of interpretation or construction shall be governed by the laws 
of the State of Tennessee.

  27.  Severability.  Should any provision of this contract be declared to be
invalid by any court of competent jurisdiction, such provision shall be severed
and shall not affect the validity of the remaining provisions of this contract.

  28.  Insurance and Taxes.  The Contractor, being an independent contractor 
and not an employee of the Board, agrees to carry adequate public 
liability and other appropriate forms of insurance and to pay all taxes 
incident thereto.  Metro shall have no liability except as specifically 
provided in this Contract.

  29.  Headings.  Any headings used herein are for convenience only and are not
to be used in the interpretation of this Agreement.

  30.  Effective Date.  This contract shall not be binding upon the parties 
until it has been signed first by the Contractor and then by the following
representatives of the Metropolitan Government:  Purchasing Agent, head of
requisitioning department(s), Director of Finance, Chairman of The 
Metropolitan Employee Benefit Board, and the Metropolitan Attorney.  When 
the authorized  representatives of the parties have affixed their 
signatures below, this contract shall be effective as of the date first 
written above.



THE METROPOLITAN GOVERNMENT OF               VENDOR:
NASHVILLE AND DAVIDSON COUNTY:

______________________________          _________________________________
Purchasing Agent
                                        _________________________________

                                        TITLE:  _________________________

APPROVED BY METROPOLITAN EMPLOYEE
BENEFIT BOARD ON       /    /    

_________________________________            SWORN TO AND SUBSCRIBED TO BEFORE
Chairman                                ME, A NOTARY PUBLIC, THIS _______
                                        DAY OF __________________________
APPROVED AS TO AVAILABILITY OF               19____.
FUNDS:

_________________________________            _________________________________
Director of Finance                     Notary Public

APPROVED AS TO FORM AND LEGALITY:            My Commission Expires ___________

_________________________________
Metropolitan Attorney

APPROVED AS TO INSURANCE
REQUIREMENTS:

________________________________
Director of Insurance and Safety


THIS DOCUMENT FILED WITH THE METROPOLITAN CLERK THIS _________ DAY OF

_____________________, 19____.

                                        _________________________________
                                        Metropolitan Clerk