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INVITATION TO BID (ITB)
FOR
WORKFORCE MANAGEMENT SOFTWARE TOOL
ITB # 07-0005
ISSUED ON
September 7, 2007
BY
Purchasing Department
CITIZENS Property Insurance Corporation
2101 Maryland Circle, TALLAHASSEE, FLORIDA 32303
DUE DATE and Bid OPENING: September 28, 2007 @ 4:00 PM EDST
http://www.CITIZENSfla.com/about/purchasing-current_reqs.cfm
** WARNING **
BIDS THAT ARE LATE, FAXED, MISSING DOCUMENTS AND/OR INCLUDE
UNSIGNED DOCUMENTS WILL BE REJECTED.
TABLE OF CONTENTS
WORKFORCE MANAGEMENT SOFTWARE TOOL
INVITATION TO BID
SECTION 1 - DEFINITIONS... 4
1.1
Standard Definitions ... 4
SECTION 2 – BACKGROUND ... 5
SECTION 3 – SCOPE OF SERVICES ... 6
3.1
Statement of Work ... 6
3.2
Required Tool Components ... 6
3.3
Timeline of Service Delivery ... 8
3.4
Service Level Requirements ... 9
SECTION 4 – PROCUREMENT RULES AND INFORMATION... 9
4.1
Contact Information... 9
4.2
Calendar of Events ... 9
4.3
Rules of Procurement ... 10
SECTION 5 – BID SUBMISSION REQUIREMENTS... 12
5.1
Bid Format ... 12
5.2
Mandatory Responsiveness Requirements... 12
5.3
Bid Contents... 13
SECTION 6 – REVIEW AND EVALUATION PROCESS ... 14
Phase 1. Review of Mandatory Responsiveness Requirements ... 14
Phase 2. Review of Price Proposals & Ranking According to Price ... 14
Phase 3. Demonstration of Capabilities ... 15
Phase 4. Award Posted on CITIZENS Website ... 15
SECTION 7 – CONTRACT TERMS AND CONDITIONS ... 15
7.1
Term of Contract ... 15
ATTACHMENT A ... 16
ATTACHMENT B ... 17
ATTACHMENT C ... 18
ATTACHMENT C ... 19
ATTACHMENT D ... 20
ATTACHMENT F ... 22
ATTACHMENT F ... 23
ATTACHMENT G ... 24
ATTACHMENT H... 25
ATTACHMENT “I” ... 29
SECTION 1 - DEFINITIONS
The definitions found in this Invitation to Bid (ITB) shall apply to this solicitation, as well as the
following additional terms. Unless otherwise defined below or in the law creating and governing
CITIZENS Property Insurance Corporation, all terms shall be defined and interpreted
consistently with Articles 1 and 2 of Uniform Commercial Code as enacted in Florida, Chapters
671 and 672, Florida Statutes.
1.1 Standard
Definitions
1.1.1
Calendar of Events
The list of critical dates and actions included in Section 4.2.
1.1.2
Citizens
Citizens Property Insurance Corporation is referred to in this ITB document as “CITIZENS”.
1.1.3
Contract or Agreement
This is the legally enforceable agreement that results from a successful ITB solicitation. The
parties to the Contract will be CITIZENS and the successful Bidder.
1.1.4
Material Deviations
A response that is a variation from the ITB requirements or terms and conditions which, in
CITIZENS’ sole discretion, is a material deviation, if it: affect
s
the price proposal; gives the
Bidder an advantage or benefit not enjoyed by the other Bidder(s); or adversely impacts the
interests of CITIZENS.
1.1.5
Minor Irregularity
A response item that is a variation from the ITB requirements, or terms and conditions
which, in CITIZENS sole discretion is not a material deviation, if it: does not affect the price
proposed; does not give the Bidder an advantage or benefit not enjoyed by the other
Bidder(s); or does not adversely impact the interests of CITIZENS.
1.1.6
Product
Any deliverable under the Contract, which may include goods, services, technology or
software.
1.1.7
Bid, Response or Proposal
These terms are used interchangeably to mean all materials submitted by the Bidder to
CITIZENS in response to this ITB and the corresponding solicitation instructions.
1.1.8
Subcontractor
A legal entity that Bidder intends to use for any part of the performance obligations, duties or
services to be performed. No subcontractors, or subcontractor contracts, are authorized or
allowed unless expressly preapproved in writing by CITIZENS.
1.1.9
Proposer, Supplier, Vendor, Bidder, Respondent, or Supplier
These terms are used interchangeably to identify the organizational entity submitting the
ITB, and who shall serve as the primary supplier and with whom a contract will be executed.
Bidder may include: all employees; subcontractors; agents; volunteers; and anyone acting on
behalf of, in the interest of, or for, the Bidder.
1.1.10
Standard Terms and Conditions
CITIZENS’ Standard Terms and Conditions that can be found as Attachment I.
1.1.11
Trade Secrets
Citizens will attempt to afford protection from disclosure of any trade secret as defined in
Section 812.081, Florida Statutes, where identified as such prominently in writing in the
response to this ITB, to the extent permitted under Section 815.04, Florida Statutes. All
Bidders acknowledge, however, that the protection afforded by Section 815.04, Florida
Statutes, is incomplete. It is hereby further agreed by the Bidder that no cause of action shall
arise, and there is no right or remedy for damages arising from a disclosure by CITIZENS.
SECTION 2 – BACKGROUND
2.1
CITIZENS Background
CITIZENS was created in 2002, when the Florida Legislature combined the Florida Residential
Property and Casualty Joint Underwriting Association (FRPCJUA) and the Florida Windstorm
Underwriting Association (FWUA). CITIZENS provides insurance to homeowners in high-risk
areas and others who cannot find coverage in the open, private insurance market.
CITIZENS is governed by section 627.351(6) of the Florida Statutes and operates pursuant to a
Plan of Operation approved by the Florida Financial Services Commission. CITIZENS operates
under the supervision of a Board of Governors comprised of eight appointment members.
Additional information is available at
http://www.CITIZENSfla.com
(“CITIZENS’ Website”).
2.2 Project
Background
CITIZENS Property Insurance Corporation is seeking to purchase a Workforce Management
Software Tool to assist with the many aspects of tactical and strategic planning of its Technical
Resource Centers (“TRC”) located in Jacksonville and Tampa, Florida. This tool will be
essential in providing Citizens’ customers with prompt service, delivered by knowledgeable staff
that is customer-focused. This tool is needed to provide a centralized platform for optimizing the
performance of the TRC.
TRC will utilize this tool in managing accurate staffing requirements, resulting in an efficient
caller experience. This tool is necessary in forecasting, planning and scheduling resources more
effectively. In addition, this tool will be capable of providing real-time information as needed to
better manage the performance of all available resources and the overall TRC operation.
SECTION 3 – SCOPE OF SERVICES
3.1 Statement of Work
The Technical Resource Centers at CITIZENS Property Insurance Corporation (“TRC”) has a
need for a workforce management software tool which will be primarily used to assist with
tactical and strategic planning of the TRCs. This tool will assist with automating processes,
implementing forecasting tools to improve predictability of workloads, and utilizing automated
scheduling and intra-day monitoring to manage a more flexible workforce. Additionally, this
tool will assist in departmental productivity diagnostic, building new processes, including
development of time standards and automation of capacity management, quality assurance,
reporting and training.
3.2 Required
Tool
Components
Bidder’s proposed workforce management software tool must include the following minimum
components (see 3.2.1 to 3.2.4):
3.2.1 Forecasting, Scheduling and Planning
Requirements
•
Ability to accurately forecast current and future staffing needs of the contact
center using historical call volumes and overall center metrics.
•
Ability to track staff and performance within a day and forecast into the future as
schedule changes become known.
•
Ability to maintain history in periodic interval increments (such as 15- or
30-minutes), or are statistics stored on a daily basis.
•
Ability to plan the staffing and scheduling for the near-term (e.g., current day
and/or week) when the plan for the current day and/or week is inconsistent with
the inputs used to create the original (locked) forecast.
•
Ability to incorporate staffing and scheduling recommendations driven by an
overall service level target.
•
Ability to allocate volumes in a multi-site environment.
•
Ability to include seasonal trending and from a contingency perspective, provide
scenarios/recommendations using historical data intelligence. Such
scenarios/recommendations must also provide adequate support when abnormal
conditions arise.
•
Ability to review intraday data at different levels. Users should be able to examine
data for the call type across multiple sites, multiple call types, or for a single call
type.
•
Ability to examine current and future arrival patterns in 15-minute intervals.
•
Ability to recognize efficiency gains and alter forecasting and scheduling
requirements if appropriate.
•
Intra day/week capabilities must be available for the proper allocation of volume
to staff ratios.
•
Ability for users to pull staffing and scheduling postmortem reports to evaluate
accuracy and improve overall efficiency (shortages/overages).
•
Ability to verify forecast accuracy at a 30-minute interval level (minimum).
•
Ability to create schedules with no interval limitations; same requirements apply
for agent exceptions.
•
Ability for schedule building to accommodate a multi-skill environment and
verified for accuracy based on forecast requirements.
•
System should have the ability to reforecast automatically throughout the day,
using actual ACD data.
•
Users must be able to define a growth rate that is different from the historical
growth rate using available options within the software.
3.2.2 Real Time Management Requirements
•
Real-time Adherence must exist which include indicators which highlight
potential agent issues at the individual level.
•
Real-time tools must adapt to changes in volumes or the overall environment.
•
Must evaluate planned forecast and scheduling using real-time analytics.
•
System should differentiate between different types of adherence or
noncompliance at the agent level.
•
System must have the ability for any user, regardless of location, to view
real-time adherence data for any site.
•
System must provide a means of indicating when data falls outside an acceptable
range, for example, if the number of actual staff deviates from the required
number of staff.
3.2.3 Reporting & Analysis Requirements
•
The system must be capable of providing not only staffing requirements, but also
resource management capabilities. An outline should explain the capabilities of
the system in the area of resource management.
•
Skill based reporting must be an option.
•
Performance statistics for the individual agent compared to their team, group, etc,
must be a functional tool within the system.
•
Reporting features must be user friendly and accessible at several levels within a
specified group or level.
3.2.4 Technology & Architecture Requirements
•
Operating system: Supports Microsoft Server OS.
•
Must be fully compatible with Siemens HiPath 4000 v2.0.
•
Must be fully compatible with Siemens HiPath Reporter v7.0.
•
If a server is required to support a new application, it must be compatible with
Dell. If provided the appropriate specifications the enterprise can secure its own
server or as recommended by the supplier.
•
Performance monitoring: The system must have administrative options for
internal users at the appropriate level set forth.
•
Maintenance and administrative tools: The ability to easily perform maintenance
and basic administrative options.
•
Must offer annual maintenance support towards the application and any future
upgrades.
•
Software must be easy to upgrade and also to increase capacity if needed in the
future. System must be scalable.
•
A project manager must be assigned to help guide the implementation properly.
•
System must have an expandable option which has the ability for additional
features if ever requested at a later date.
•
Formalized on-site training.
•
Hardware configuration should allow for continuous use of desktop applications
while performing backups.
•
Ability to backup and recover the entire system to and from storage media for
disaster recovery should exist and be fully explained.
3.2.5 Warranty & Support Requirements
•
System warranty must be provided by the company which includes software
upgrades.
•
Company must have a fully trained, full-time, dedicated support staff.
•
Initial training on-site should be offered during implementation.
•
Software should offer some sort of context-sensitive help for users.
•
Company should provide services to assist call centers in initial or ongoing
analyses for improving performance, besides the normal system training.
•
A detailed plan should be offered to aid in the approach of the actual installation
of the system. Steps must be included and the time necessary to install the system
from beginning to end is requested. Define suppliers’ tasks as well as those
expected of the purchaser.
•
Analysis should be offered explaining the system impact to the current IT
configuration.
•
A user group should be established and active for the proposed system.
3.3 Timeline of Service Delivery
The winning Bidder shall provide services per the following timeline upon entering into contract
with Citizens:
•
Provide availability of Workforce Management Tool within five (5) business days of
entering into contract.
•
Schedule configuration, setup and training services within five (5) business days or
entering into contract.
•
Begin providing remote configuration, setup and training services within five (5) business
days of entering into contract.
•
Begin providing on-site configuration, setup and training services within ten (10)
business days of entering into contract.
•
Complete all configuration, setup and training services within twenty (20) business days
of entering into contract unless otherwise mutually agreed upon in writing between
vendor and Citizens.
3.4 Service Level Requirements
The winning Bidder shall provide a Service Level Agreement (SLA) that meets or exceeds the
following requirements:
•
Live telephone-based technical support will be available during the hours of 8 am – 5 pm
EDST, Monday through Friday.
•
Additional email- and web-based technical support.
SECTION 4 – PROCUREMENT RULES AND INFORMATION
4.1 Contact
Information
Questions related to the procurement should be addressed to:
Shaun Williams
Purchasing Department
CITIZENS Property Insurance Corporation
2101 Maryland Circle
Tallahassee, Florida 32303
(850) 521-8327 Phone
(850) 575-0936 Facsimile
E-mail:
Purchasing@CITIZENSfla.com
From the date this ITB is issued until a notice of recommended award, rejection of all Bids
or other notice is made, there shall be no contact related to the ITB between a Bidder and
any CITIZENS staff or Board of Governors, with the exception of the Procurement
Specialist or his/her designee. Any unauthorized contact may disqualify the Bidder from
further consideration.
4.2 Calendar of Events
Listed below is the calendar of important actions, with corresponding dates or times by which the
actions must be taken or completed. All listed times are local time in Tallahassee, Florida. Any
change or modification to this calendar, modifications to this ITB, or other important notices will
be accomplished by the posting of an addendum on the purchasing section of CITIZENS
website, at
http://www.citizensfla.com/about/purchasing-current_reqs.cfm
. It is the Bidder’s
responsibility to monitor this website for changes. CITIZENS is under no obligation to notify
potential Bidders of the posting of an addendum, or underlying information contained in the
addendum.
DATE TIME
ACTION ____________________
September 7, 2007
Release of ITB.
September 14, 2007
Last day for submission of written questions.
September 18, 2007
Anticipated date that written responses to written
questions will be posted on website.
September 28, 2007 @ 4 PM, EDST
Bids Due.
September 28, 2007 @ 4 PM, EDST Bid
Opening.
4.3 Rules of Procurement
4.3.1 Submission of Bids
The purpose of the response is to demonstrate a Bidder’s qualifications, competence and
capacity to undertake services in conformity with the requirements of this solicitation. As
such, the substance of the response will carry more weight than the form or manner of
presentation. The response should demonstrate the qualifications of the respondent and of
the particular staff to be assigned to this engagement.
4.3.2 Costs of Preparing Bid
CITIZENS is not liable for any costs incurred by a Bidder in responding to this ITB,
including those for oral presentations, if applicable.
4.3.3 Disposal of Bids
All Bids submitted become the property of CITIZENS and may be a matter of public record,
pursuant to the Public Record provisions of Chapter 119, Florida Statutes, and Sec. 24(a),
Art. I, of the State of Florida Constitution. CITIZENS shall have the right to use all ideas, or
adaptations of those ideas, contained in any Bid, whether or not the Bid is reviewed or
rejected.
4.3.4 Bid Rules for Withdrawal
Any submitted Bid may be withdrawn from consideration by written request signed by an
authorized representative of Bidding, delivered to the Procurement Specialist before the
opening date listed on the Calendar of Events. Any Bid submitted, and not properly
withdrawn, shall remain a valid proposal for ninety (90) days after the opening date.
4.3.5 Rejection of Bids
Submission of a Bid indicates acceptance by Bidder of the conditions contained in this ITB,
and any Attachments, including acceptance to be bound by the Standard Terms and
Conditions. CITIZENS, in its sole discretion, may reject any and all Bids.
4.3.6 Bid
Inquiries
Bidders shall address all questions regarding this solicitation to the Purchasing Director.
Questions must be RECEIVED NO LATER THAN the time and date reflected on the
Calendar of Events. Questions shall be answered by CITIZENS in accordance with the
Calendar of Events. All questions submitted shall be published and answered in a manner
that all Bidders will be able to view. Bidders shall not contact any other employee or Board
Member of CITIZENS for information with respect to this solicitation.
4.3.7 Questions
Bidders may submit written questions regarding issues in this ITB. CITIZENS will respond
only to those questions submitted by the Bidder in writing, that comply with the requirements
of this section, and are actually received by CITIZENS, before 4 PM (EDST) on September
14, 2007 (see Calendar of Events). All questions must: (1) be numbered; (2) identify the
Bidder; (3) contain a single issue; and (4) clearly and succinctly state or identify the
portion(s) of the ITB at issue. CITIZENS prefers the Bidder to E-mail questions to the
Procurement Specialist, and send a hard-copy by mail or facsimile. If questions are sent
via E-mail or facsimile, it is the responsibility of the Bidder to confirm receipt by CITIZENS.
CITIZENS will post responses at the following website:
http://www.citizensfla.com/about/purchasing-current_reqs.cfm
.
4.3.8
No Prior Involvement and Conflicts of Interest
The Bidder shall not compensate in any manner, directly or indirectly, any officer, agent or
employee of CITIZENS for any act or service which he/she may do, or perform for, or on
behalf of, any officer, agent, or employee of the Bidder. No officer, agent, or employee of
CITIZENS shall have any interest, directly or indirectly, in any contract or purchase made, or
authorized to be made, by anyone for, or on behalf of, CITIZENS. The Bidder shall have no
interest and shall not acquire any interest that shall conflict in any manner or degree with the
performance of the services required under this ITB.
4.3.9 Verbal
Instructions
No negotiations, decisions, or actions shall be initiated or executed by the Bidder as a result
of any verbal discussions with a CITIZENS’ employee. Only written communications from
authorized CITIZENS’ staff shall be considered as authorized on behalf of CITIZENS. Only
written communications from the Bidder signed by an authorized representative will be
recognized by CITIZENS.
4.3.10 Demonstration of Capabilities
Prior to awarding a contract, CITIZENS reserves the right to request one or more
demonstrations of the Bidder’s tool to verify the functionality meets the stated requirements
and generally meets CITIZENS’ need for ease of use. The Bidder with the lowest price must
demonstrate in a required presentation that they fully meet all required specifications in this
ITB. Should that Bidder not fully demonstrate its capabilities, then the Bidder with the next
lowest Bid will be required to demonstrate its capabilities of meeting all the required
specifications in this ITB. This process will be repeated until a vendor meeting all required
specifications is identified.
SECTION 5 – BID SUBMISSION REQUIREMENTS
5.1 Bid
Format
This section prescribes the format in which the Bids are to be submitted. There is no intent to
limit the content of the Bids. Additional information deemed appropriate by the Bidder may be
included, but must be placed within the relevant section. Additional tabs beyond those
designated in this section will not be evaluated. The following paragraphs contain instructions
that describe the required format for Bids.
Proposals shall be limited to a page size of eight and one-half by eleven inches (8.5” x 11”). All
Proposals shall contain the sections outlined below, in the order that they are presented in this
ITB. There are two tabbed sections, which shall be separated from each other, and offset and
labeled (example: “Tab 1, Mandatory Attachments”), such that an evaluator can easily turn to a
“Tabbed” section during the evaluation process. CITIZENS is under no obligation to look for
responsive information contained in incorrect tabbed sections. If responsive information is also
contained in other sections, Bidders should specifically reference the tabbed section and
corresponding page number(s) that responsive information and documentation can be found.
The following are the three tabbed sections that shall be in all Proposals.
Tab 1 - Mandatory Attachments
Tab 2 – Business/Corporation Qualifications
Separately sealed package for Pricing
5.2 Mandatory
Responsiveness
Requirements
The following terms, conditions, or requirements must be met by the Bidder to be considered
responsive to this ITB. These responsiveness requirements are mandatory and failure to meet
these responsiveness requirements will cause rejection of the entire Bid. The unopened original
and all copies will be retained in the ITB file.
It is mandatory that the Bidder supply:
•
One (1) original and (3) five copies of the Workforce Management Software Tool Bid,
for a total of 4 Bids.
•
One (1) Price Proposal in a separately sealed envelope.
Additionally, it is requested that Bidders include an electronic copy of their Bid in either
Microsoft Word or Adobe Acrobat format (with attachments if possible), or E-mail an electronic
copy your Bid to the Purchasing Specialist. Submission of only an E-mailed or electronic copy
of a Bid does not satisfy these mandatory requirements and will result in the rejection of the Bid.
It is mandatory the Bidder complete, sign and return, under Tab 1, the following attachments:
Attachment B – Contact Information Form; and
Attachment C - Vendor Conflict of Interest Disclosure Form.
It is mandatory the Bidder complete, sign and return, under Tab 2, the following attachments
Attachment D - Business/Corporate References;
Attachment E - Corporate Background; and
Attachment F- Workforce Management Software Tool Questionnaire.
5.3 Bid
Contents
5.3.1
Tab 1. Mandatory Attachments
As previously stated, it is mandatory the Bidder complete, sign and return, under Tab 1, the
following attachments:
Attachment A - Response Submittal Form;
Attachment B – Contact Information Form; and
Attachment C - Vendor Conflict of Interest Disclosure Form.
5.3.2
Tab 2. Mandatory Attachments Business/Corporation
Qualifications/Questionnaire
The purpose of this section is to provide CITIZENS with a basis for determining the Bidder’s
competence and experience to undertake a project of this size. CITIZENS is not interested in
a voluminous description of previous contracts but rather a concise and thorough description
of relevant information, background and experience as specified herein. The Bidder shall
supply the following information for the legally qualified corporation, partnership, or other
business entity submitting the Bid under this ITB that will be performing as “the Contractor”
and insert it under Tab 2.
5.3.2.1
Bidder’s Experience
Bidder’s organization must provide the following information about its experience:
How many years has your organization existed? List past mergers, acquisitions
and reorganizations; and
Scope of business operations, including products and services offered, with
indication as to areas of specialization.
5.3.2.2
Corporate References
Bidder must furnish at least three (3) business/corporate references with their Bid,
utilizing the form provided as ATTACHMENT D of this ITB. In order to ensure current
expertise, services described by corporate references shall be ongoing or have been
completed within the thirty-six (36) months preceding the issue date of this ITB. At
least 3 references must have 2 or more years experience with the proposed product.
The references submitted shall:
be completed and signed by the individual offering the reference;
include the type of services, service dates, the firm/agency name of the entity for
which the services were provided, and the signer’s telephone number; and
include a paragraph describing where services similar in magnitude and scope to
those requested in the ITB were provided.
5.3.2.3
Workforce Management Software Tool Questionnaire
Bidder must complete the Workforce Management Software Tool Questionnaire and
return with their Bid insert it under Tab 2, utilizing the form provided as
ATTACHMENT F of this ITB. The Bidder may attach up to two additional sheets if
more space is required. Relevant marketing materials may be provided with the
Workforce Management Software Tool Questionnaire.
SECTION 6 – REVIEW AND EVALUATION PROCESS
CITIZENS will review and evaluated all Bids received in response to this ITB, in compliance
with the due dates specified in the Calendar of Events (Subsection 4.2). Bids will be evaluated
under the supervision of CITIZENS’ Purchasing Department.
The award will be made to the Bidder meeting all qualifications and mandatory
requirements and providing the lowest and best cost to CITIZENS.
CITIZENS reserves the right to make an award with or without further negotiations with the
Bidder providing the lowest Bid. CITIZENS also reserves the right to reject all Bids if it is in the
best interest of CITIZENS. Issuance of the ITB in no way constitutes a commitment by
CITIZENS to award a contract.
This section is to provide an overview of the review and evaluation process. It follows the
process from receipt of Bid to award of contract.
Phase 1. Review of Mandatory Responsiveness Requirements
Timely submitted Bids will be initially reviewed by purchasing staff to determine if they comply
with the mandatory responsiveness requirements listed in Sections 5 of the ITB. This will be a
pass/fail review. Failure to meet any of these mandatory responsiveness requirements will
render a Bid non-responsive and result in rejection of the entire Bid. Further evaluation
will not be performed.
Phase 2. Review of Price Proposals & Ranking According to Price
Each Price Proposal will be opened and its price sheet reviewed to determine compliance with
the instructions in Subsection 5.1 of this ITB. Price Proposals will be examined to determine if
it’s incomplete, has significant inconsistencies or inaccuracies and thus may be rejected by
CITIZENS. No deviations, qualifications or counter offers will be accepted.
All price table calculations will be verified for accuracy by purchasing staff assigned by
CITIZENS. In the event that a mathematical error is identified, unit costs submitted by the
Bidder will prevail. The Bidder that submits the price proposal with the lowest annual cost to
CITIZENS, and that demonstrates its ability to meet all technical requirements outlined in this
ITB (See Section 4.3.10), will be awarded the contract. Total annual cost will be the sum of the
total annual cost of Attachment G.
Phase 3. Demonstration of Capabilities
An Evaluation Committee will be established to assist CITIZENS in evaluating the functionality
of the Workforce Management Software Tools as it relates to the requirements outlined in
Section 3 of this ITB. As referenced in Section 4.3.10, CITIZENS reserves the right to request
the Bidder with the lowest Bid demonstrate in a required presentation that they fully meet all
required specifications in this ITB. This will be a pass/fail review, conducted by the Evaluation
Committee.
Phase 4. Award Posted on CITIZENS Website
The winning Bid will be posted on CITIZENS website.
SECTION 7 – CONTRACT TERMS AND CONDITIONS
7.1 Term of Contract
All contracts resulting from this ITB shall be in effect upon execution by both parties. This is a
one-year base contract with an optional one-year extension, which may be exercised in writing at
CITIZENS sole discretion. The one-year extension option will be based on the same terms and
conditions as the base contract.
It is our intent that commencement of this contract will begin on October 15, 2007 with an
expiration date of October 14, 2008.
7.2 Terms and Conditions
Responses and any resulting Contract are subject to the terms and conditions of this solicitation,
which in case of conflict, shall have the order of precedence listed:
•
Standard Terms and Conditions
•
Procurement Rules and Information
•
Scope of Work (Section 3 in its entirety)
ATTACHMENT A
Response Submittal Form
*** Important: Complete and Return this Form with Your Response behind Tab 1 ***
To: Shaun
Williams
CITIZENS
Property
Insurance
Corporation
Re:
ITB No. 07-0005, Workforce Management Software Tool
The undersigned respondent hereby submits its response to the referenced solicitation. I
understand, represent, and acknowledge each of the representations in Section 5 “Bid
Submission Requirements” and Section 4.3 “Rules of Procurement”.
____ Without
qualification or explanation.
_____ With qualification or explanation (include explanation behind Tab 1).
I understand and agree to the Standard terms and Conditions) (Attachment I).
_____ Without qualification or explanation.
_____ With qualification or explanation (include explanation behind Tab 1).
I have ensured that the following forms have been completed and included in the appropriate
place in our response, and I understand that FAILURE TO COMPLETE AND INCLUDE
THESE FORMS MAY BE GROUNDS FOR REJECTING THE RESPONSE:
1._____ Response Submittal Form (Attachment A-this form).
2._____ Contact Information Form (Attachment B).
3._____ Vendor Conflict of Interest Disclosure Form (Attachment C).
5._____ Business/Corporate References (Attachment D- Three References Required).
6._____ Corporate Background (Attachment E).
7._____Workforce Management Software Tool Questionnaire (Attachment F).
Signature
Date
Title
Print or Type Signatory Name and Company Name
________________________________________________
Phone
Number Fax
Number
________________________________________________
E-mail Address
ATTACHMENT B
CONTACT INFORMATION FORM
This form will be used as the primary source of information for contacting you and/or your organization’s
representative and keeping your billing information current. Out of date information may impact the
timeliness of your invoice payments. To update your information, please complete a new form and return
to CITIZENS.
ORGANIZATION SINGLE POINT OF CONTACT
(SPC)
Organization:
Name:
(SPC)
Phone:
Fax:
e-mail:
Mailing Address:
City:
State:
Zip Code:
ORGANIZATION HUMAN RESOURCES CONTACT
Please identify the individual that CITIZENS may contact to address representative misconduct, policy violations
and behavioral issues.
Name:
Phone:
Fax:
e-mail:
Mailing Address:
City:
State:
Zip Code:
ORGANIZATION ACCOUNTING OR BILLING CONTACT
Name:
Phone:
Fax:
e-mail:
Mailing Address:
City:
State:
Zip Code:
BILLING INFORMATION AUTHORIZATION
Please identify the individual in addition to your billing contact that have your authority to discuss billing
information with CITIZENS staff.
Name:
Position Title:
ATTACHMENT C
Vendor Conflict of Interest Disclosure Form
All “Vendors” that wish to conduct business with CITIZENS Property Insurance Corporation
(“CITIZENS”) must complete and return this form. Please note that all Vendors are subject to
CITIZENS’ Code of Ethics, which prohibits CITIZENS employees and Board members from
having certain relationships with persons or entities conducting (or proposing to conduct)
business with CITIZENS and which prohibits the acceptance of gifts from Vendors. The entire
Code of Ethics may be viewed at
www.CITIZENSfla.com
. The Code and its definitions are
incorporated by reference into this Disclosure Form. If a Vendor has a disclosable relationship,
the Vendor should assume that the relationship may pose a conflict of interest until notified to
the contrary in writing by a CITIZENS staff member authorized to confirm that a determination
has been made that a conflict does not exist. A principle of the Code of Ethics is to ensure that
relationships do not influence any official decision or judgment of CITIZENS employees or
Board members. Accordingly, disclosure also should be made for any person connected with
Vendor (e.g., officer, director, partner, shareholder, employee, sub-contractor) that is likely to: (i)
materially contribute to Vendor’s preparation, drafting, or presentation of a proposal or Bid for
services, (ii) materially contribute to Vendor’s negotiation of a contract with CITIZENS, or (iii)
perform material services under a contract with CITIZENS. Below, these persons are referred to
as “Disclosable Persons.”
DIRECTIONS: Complete this form and return it to:
Purchasing Agent
CITIZENS Property Insurance Corporation,
2101 Maryland Circle,
Tallahassee, Florida 32303-1001
CERTIFICATION:
I hereby certify that, except as disclosed below, to Vendor’s knowledge,
there is no conflict of interest involving the Vendor named below that would violate the
CITIZENS’ Code of Ethics, including that: (a) after inquiry, neither Vendor nor any Disclosable
Person is involved or engaged in any private business venture or enterprise, directly or indirectly,
with any CITIZENS employee or Board member or his or her family member; (b) no CITIZENS
employee or Board member or his or her family member owns or has a material personal
financial interest (directly or indirectly) in Vendor or is engaged in a material personal business
transaction with Vendor; and (c) no CITIZENS employee or Board member or his or her family
member is employed by Vendor.
I further certify that, during any period prohibited by an applicable Invitation to Bid, neither the
Vendor nor anyone acting on its behalf has requested that any employee or Board member of
CITIZENS exert any influence to secure the appointment of Vendor under a contract or proposed
contract.
ATTACHMENT C
CITIZENS PROPERTY INSURANCE CORPORATION
Vendor Conflict of Interest Disclosure Form
State of Incorporation or
Domicile
Name of Vendor’s Authorized
Representative
Vendor Address
Vendor Phone Number
Below and/or on attached pages, describe the conflict(s) or potential conflict(s), or state
“NONE.”
Conflict of Interest Disclosure
Name of Citizen employee, Board
member, or family member with whom
there may be a conflict of interest
Nature of the potential conflict
I certify that this is a true and correct statement by my signature below:
______________________________________
Signature
______________________________________ _____________
Authorized
Representative
Date
Vendor
Name
Federal
Identification
Number
ATTACHMENT D
Business/Corporate References (Three Required)
For purposes of this ITB, Reference should be an organization your company provides or
has provided services for: Workforce Management Software Tool.
Company Name: _______________________________________________
(Company who Provided Services)
Company Name: _______________________________________________
(Company who Received Services)
Type of Service: ________________________________________________
Service Dates: ________________________________________________
Contact Person: _________________________________________________
Contact Position: ________________________________________________
Contact Phone Number: ___________________________________________
Description of Services (similar to those requested in this ITB):
________________________________ ________________________
Signature
Date
________________________________
________________________
ATTACHMENT E
Corporate Background
1. Date Business Established: _________________
2. Ownership: ______________________________
(Public company, Partnership, etc.)
3. Primary Type of Business: __________________________________
4. Total Number of Employees: ________________________________
5.
Provide a List of all Officers of firm indicating the percentages of ownership of each officer,
and the names of Board of Directors if appropriate
6.
List of names known to the Bidder of any CITIZENS employees having a direct or indirect
financial interest in the Bidder’s company. An indirect financial interest means a financial
interest in the Bidder’s/Supplier’s company is a member of a CITIZENS employee’s
immediate family.
7.
Phone Number: _______________________________________
ATTACHMENT F
WORKFORCE MANAGEMENT SOFTWARE TOOL QUESTIONNAIRE
(Use
additional
pages
if
necessary)
Part I
1.
Describe the tool solution you propose for this project, and how it meets the requirements
stated in Section 3, Scope of Work?
2.
Are the tool solutions you propose owned and developed by your company?
(If no, please explain.)
ATTACHMENT F
WORKFORCE MANAGEMENT SOFTWARE TOOL QUESTIONNAIRE
(Use
additional
pages
if
necessary)
Part II
SUPPORT RELATED QUESTIONS
1.
What are your normal support hours (specify time zone)? Where is support staff located?
2.
Which of the following support features are available?
a.
Toll-free hotline
b.
Remote monitoring
c.
Remote diagnostics
d.
Training tutorials
e.
Web based support tracking
3.
How long does the average support call take to resolve an issue?
4.
Describe your problem reporting process.
ATTACHMENT G
Price Sheet Price Sheet
Product Name
Description
Price
1.
Software License Fee
(Must support a Contact Center
with 200 agents)
$
2.
Server Hardware
$
3.
Features: Historical and
Real-Time Adherence, Multiskill
functionality, vacation
scheduling software
$
4.
Configuration, installation and
training (all on-site or
combination on-site and
remote) – minimum of 60 total
hours.
Software warranty and annual
maintenance support
agreement
$
Prices are annual (12 months).
$___________________ TOTAL
(This total represents items 1-4.)
ATTACHMENT H
Code of Ethics (Conflict of Interest Policy and Procedure)
August 2007 (Rev.)
PART I: GENERAL
Purpose
This Code of Ethics sets standards to assist Citizens’ employees and members of the
Board of Governors in avoiding conflicts of interests in relationships with vendors
and other service providers. It prohibits the receipt of gifts, and certain personal
business relationships and employment with vendors and service providers.
Policy Goals
The goals of this Code of Ethics include:
1.
Maintaining Citizens as a trusted decision making entity.
2.
Protecting the public interest and the resources and integrity of Citizens.
3.
Ensuring that employees and Board members are independent and impartial
and that their positions are not used for personal gain.
4.
Ensuring compliance with Florida’s Code of Ethics for Public Officers and
Employees, and other applicable state laws.
5.
Attracting to Citizens those individuals best qualified to serve as employees.
Thus, this Code of Ethics is designed not to impede unreasonably or
unnecessarily with Citizens’ recruitment and retention of employees.
Principles
Employees and Board members should avoid situations that involve or appear to
involve a conflict of interest between personal and professional relationships. For
example, a conflict of interest may occur:
•
When a private interest tends to lead to disregard of a public duty or interest.
•
When a private interest interferes or appears to interfere with the interests of
Citizens or its policyholders.
•
When an employee or Board Member receives a gift or other benefit based upon
an understanding that a decision, official action, or judgment of the employee or
Board member would be influenced thereby.
•
As a result of a debt or other obligation that is in substantial conflict with the
proper discharge of person’s duties as a Citizens employee or Board member.
No Citizens employee or Board member shall corruptly use or attempt to use his or
her official position or any property or resource which may be within his or her
trust, or perform his or her official duties, to secure a special privilege, benefit, or
exemption for himself, herself, or others.
Violation and
Penalties
Any employee or Board member who violates this Code of Ethics is subject to
disciplinary action up to and including dismissal. Penalties for violating Florida’s
Code of Ethics for Public Officers and Employees are set forth in Sections 112.317
and 112.3173, Florida Statutes, as provided in Section 627.351(6), Florida Statutes.
Definition of
“Vendor”
In this Code of Ethics, a “vendor” is any person or entity that has a contract with
Citizens or that is under consideration for a contract, including but not limited to
insurance companies, take-out companies, insurance agents, adjusting firms
consultants, contractors, law firms, and other service providers. “Vendor” also
includes independent adjusters or independent contractors working for a claims
Vendor on Citizens’ business.
PART II: EMPLOYEES AND BOARD MEMBERS
“No Gift" Policy
No employee or Board member shall knowingly accept (directly or indirectly) a gift
or expenditure of any nature or any value:
•
From a vendor or any employee or representative of a vendor.
•
From a policyholder or claimant that is (or could be understood to be) intended:
(i) to influence an official decision or act of the employee or Board member; or
(ii) as an expression of gratitude for such decision or act.
This “no gift” policy also applies to a family member of an employee or Board
member when the gift could be construed as an “indirect” gift to the employee or
Board member.
A “gift” or “expenditure” means something of value for which the recipient (the
employee, Board member, or family member) does not pay or give something in
return of equal or greater value to the giver within 90 days of receipt by the
employee, Board member, or family member of the item or service.
By way of example, a gift may include:
•
Food, beverage, entertainment, or floral arrangements.
•
Entrance fees, admission fees, or tickets to events, performances, or facilities.
•
Other tangible, intangible, or real property, or use of such property.
•
Services for which a fee is normally charged by the person providing the
services, and other similar service or thing having an attributable value.
“Gift” Delivery
Policy
If a gift is
recipient is unable to decline delivery, the gift shall be disposed of as follows:
delivered
to an employee, Board member, or family member, and the
If… Then…
The delivered gift is
food or perishable
goods, (i.e. flowers)
The gift shall either be:
•
Consumed (or displayed in the case of flowers) in a
work place setting and shared with a group of
employees;
or
•
Contributed to a charity in the name of Citizens;
or
•
Returned to the giver at Citizens’ cost.
The delivered gift is
not
food or a
perishable item
The gift shall either be:
•
Returned to the giver at Citizens’ cost;
or
•
Given to a charity in the name of Citizens.
Financial and
Business
Interests
No Citizens employee shall:
•
Knowingly own or have a material personal financial interest (directly or
indirectly) in a vendor.
•
Knowingly engage in a material personal business transaction with a vendor.
Outside
Employment
No Citizens employee shall:
•
Knowingly be employed by a vendor.
No Citizens employee who is at the manager level or higher shall:
•
Knowingly pursue or discuss any verbal or written offer of employment by a
vendor, unless notice of such offer is promptly provided by the employee in
writing to Citizens Human Resources, which will take such action, if any, as is
necessary to avoid any actual or perceived conflict of interest, which could
include requiring the employee’s resignation.
Family Member
No employee or Board member shall use, or permit to be used, a family member as a
conduit to circumvent this Code of Ethics.
A “family member” is a spouse, parent, grandparent, sister, brother, child, in-law,
cousin or anyone deemed as a relative by Human Resources.
Board Members
Before participating in discussions or voting on an issue when a potential conflict of
interest exists, Board members must comply with the disclosure requirements of
Section 112.3143, Florida Statutes, to the extent applicable. When a potential conflict
exists, Board members should use their discretion on whether to take part or abstain
from voting or participating in discussions.
Code of Ethics
for Senior
Managers and
Board Members
As provided in Section 627.351(6), Florida Statutes, Senior Managers and Board
members are subject to the provisions of part III of chapter 112, Florida Statutes,
including, but not limited to, the code of ethics and public disclosure and reporting
of financial interests, pursuant to Section 112.3145, Florida Statutes.
Post-Employment
Limitations
No Senior Manager may represent another person or entity before Citizens until two
years after the Senior Manager’s retirement or termination of employment from
Citizens.
No Senior Manager may be employed or have a contractual relationship with an
insurer who has a current take-out bonus agreement with Citizens, for a period of
two years after such Senior Manager’s retirement or termination of employment
from Citizens.
Exceptions
To the extent permitted by Florida law, Citizens may grant exceptions to this Code
of Ethics on a case-by-case basis. Any person who believes that a situation may
warrant an exception should contact Human Resources. The head of Human
Resources or his/her designee may decide whether to grant the exception or refer
the matter to the President for a decision. Any exception for Senior Management or
the Board may be made by the head of Human Resources or referred to the
President, Chairman of the Board of Governors, or the full Board for a decision.
Acknowledge-ment
An acknowledgement of this Code of Ethics must be signed and submitted by all
Citizens employees on or before July 1 each year, and must be signed by as a
condition of employment by all prospective employees.
Implementation
Human Resources shall implement this Code of Ethics and, with the advice of the
General Counsel’s office, enforce, interpret, define terms used in, and consider
exceptions under, this Code of Ethics.
Page 28 of 37
PART III: VENDORS
Purpose
This part of the Code of Ethics sets standards to assist Vendors in avoiding conflicts
of interests in relationships with Citizens’ employees or Board members.
“No Gift” Policy
No Vendor shall:
•
Knowingly give (directly or indirectly) a gift to a Citizens’ employee or Board
member of any nature or value.
•
Knowingly accept (directly or indirectly) a gift from a policyholder or claimant
that is (or could be understood to be) intended:
(i) to influence an official decision or act; or
(ii) as an expression of gratitude for such decision or act.
Conflict of Interest
No Vendor shall:
•
Knowingly employ a Citizens’ employee.
•
Knowingly allow a Citizens’ employee to own or have a material personal
financial interest (directly or indirectly) in the Vendor.
•
Knowingly engage in material personal business transaction with a Citizens’
employee.
Other Applicable
Sections
The following sections of this Code of Ethics also apply to Vendors:
•
Part I (all sections); and
Page 29 of 37
STANDARD TERMS AND CONDITIONS
Page 30 of 37
STANDARD TERMS AND CONDITIONS
1.
DefinitionsUnless otherwise defined below or in the law creating and governing CITIZENS Property Insurance Corporation, all terms shall be defined and interpreted consistently with Articles 1 and 2 of Uniform Commercial Code as enacted in Florida, Chapters 671 and 672, Florida Statutes.
a) “Contract” means the legally enforceable agreement that results from a successful solicitation. The parties to the Contract will be CITIZENS and SUPPLIER.
b) “CITIZENS” means the CITIZENS Property Insurance Corporation, created by subsection 627.351(6), Florida Statutes, and governed by that statute and the Plan of Operation adopted thereunder, which is available on CITIZENS’ website at www.CITIZENSfla.org (under “About CITIZENS”).
c) “Product” means any deliverable under the Contract, which may include goods, services, technology or software.
d) “Purchase order” means the form or format a CITIZENS uses to make a purchase under the Contract (e.g., a formal written purchase order, task order, electronic purchase order, procurement card, contract or other authorized means).
e) “SUPPLIER” means the person or entity identified on the Contract signature page and responsible for performing the Contract.
2.
Purchase OrdersIn contracts where goods or services are ordered by CITIZENS via purchase order, SUPPLIER shall not deliver or furnish products until CITIZENS transmits a purchase order. All purchase orders shall bear the Contract or solicitation number, shall be placed by CITIZENS directly with SUPPLIER, and shall be deemed to incorporate by reference the Contract and solicitation terms and conditions. Any discrepancy between the Contract terms and the terms stated on SUPPLIER’S order form, confirmation, or
acknowledgement shall be resolved in favor of terms most favorable to CITIZENS.
3.
PackagingTangible product shall be securely and properly packed for shipment, storage, and stocking in appropriate, clearly labeled, shipping containers and according to accepted commercial practice, without extra charge for packing materials, cases, or other types of containers. All containers and packaging shall become and remain CITIZENS’ property.
4.
Inspection at Supplier’s SiteCITIZENS reserves the right to inspect, at any reasonable time with prior notice, the equipment or product or plant or other facilities of SUPPLIER to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance.
5.
Safety StandardsAll manufactured items and fabricated assemblies subject to operation under pressure, operation by connection to an electric source, or operation involving connection to a manufactured, natural, or LP gas source shall be constructed and approved in a manner acceptable to appropriate governmental inspectors. Acceptability customarily requires, at a minimum, identification marking of the appropriate safety standard organization, where such approvals of listings have been established for the type of device offered and furnished, for example: the American Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories and/or National Electrical Manufacturers’ Association for electrically operated assemblies; and the American Gas Association for gas-operated assemblies. In addition, all items furnished shall meet all applicable requirements of the Occupational Safety and Health Act and state and federal requirements relating to clean air and water pollution.
6.
Transportation and DeliveryPage 31 of 37
freight, distribution, and inside delivery. Transportation of goods shall be FOB Destination to any point within thirty (30) days after CITIZENS places an order. SUPPLIER, within five (5) days after receiving a purchase order, shall notify CITIZENS of any potential delivery delays. Evidence of inability or intentional delays shall be cause for Contract termination.
7.
InstallationWhere installation is required, SUPPLIER shall be responsible for placing and installing the product in the required locations at no additional charge, unless otherwise designated on the Contract or purchase order. SUPPLIER’S authorized product and price list shall clearly and separately identify any additional installation charges. All materials used in the installation shall be of good quality and shall be free of defects that would diminish the appearance of the product or render it structurally or operationally unsound. Installation includes the furnishing of any equipment, rigging, and materials required to install or replace the product in the proper location. SUPPLIER shall protect the site from damage and shall repair damages or injury caused during installation by SUPPLIER or its employees or agents. If any alteration, dismantling, excavation, etc., is required to achieve installation, SUPPLIER shall promptly restore the structure or site to its original condition. SUPPLIER shall perform installation work so as to cause the least inconvenience and interference with CITIZENS and with proper consideration of others on site. Upon completion of the installation, the location and surrounding area of work shall be left clean and in a neat and unobstructed condition, with everything in satisfactory repair and order.
8.
Risk of LossApproval and inspection of goods or services shall take no longer than five working days unless the Bid specifications, purchase order, or Contract specifies otherwise. Until acceptance, risk of loss or damage shall remain with SUPPLIER. SUPPLIER shall be responsible for filing, processing, and collecting all damage claims. To assist SUPPLIER with damage claims, CITIZENS shall: record any evidence of visible damage on all copies of the delivering carrier’s Bill of Lading; report damages to the carrier and SUPPLIER; and provide SUPPLIER with a copy of the carrier’s Bill of Lading and damage inspection report. When CITIZENS rejects a product, SUPPLIER shall remove it from the premises within ten days after notification or rejection. Upon rejection notification, the risk of loss of rejected or non-conforming product shall remain with SUPPLIER. Rejected product not removed by SUPPLIER within
ten days shall be deemed abandoned by SUPPLIER, and CITIZENS shall have the right to dispose of it as its own property. SUPPLIER shall reimburse CITIZENS for costs and expenses incurred in storing or effecting removal or disposition of rejected product.
9.
Invoicing and PaymentInvoices shall contain the Contract number, purchase order number if applicable, and appropriate vendor identification information. CITIZENS may require any other information from SUPPLIER that CITIZENS deems necessary to verify any purchase order placed under the Contract. Invoices that must be returned to a SUPPLIER due to preparation errors will result in a delay in payment. The receiving office shall either return the invoice to SUPPLIER for correction or approve it and submit it to CITIZENS’ accounting department, which will approve the invoice for payment within ten days, unless good cause exists for non-approval.
10.
TaxesCITIZENS does not pay Federal excise or sales taxes on direct purchases of tangible personal property. CITIZENS will not pay for any personal property taxes levied on SUPPLIER or for any taxes levied on employees’ wages. Any exceptions to this paragraph shall be explicitly noted by CITIZENS in the special contract conditions section of the solicitation or in the Contract or purchase order.
11.
Governmental RestrictionsIf SUPPLIER believes that any governmental restrictions have been imposed that require alteration of the material, quality, price, workmanship or performance of the products offered under the Contract, SUPPLIER shall immediately notify CITIZENS in writing, indicating the specific restriction. CITIZENS reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to CITIZENS.
12.
Ethics and IntegritySUPPLIER has read and agrees to comply with
CITIZENS’ Code of Ethics (Conflict of Interest Policy and Procedure – updated August 2007, and as revised in the future). Upon request of CITIZENS’ Inspector General, or other authorized government official, SUPPLIER shall provide any type of information the Inspector General deems relevant to SUPPLIERS’ integrity or responsibility. Such information may include, but shall not be limited to, SUPPLIER’S business or financial records, documents, or files of any type or form that refer to or relate to the Contract.
Page 32 of 37
SUPPLIER shall retain such records for the longer of (1) three years after the expiration of the Contract or (2) the period required by the General Records Schedules maintained by the Florida Department of
State (available at: http://dlis.dos.state.fl.us/recordsmgmt/gen_records_sc
hedules.cfm). SUPPLIER agrees to reimburse
CITIZENS for the reasonable costs of investigation incurred by the Inspector General or other authorized official for investigations of SUPPLIER’S compliance with the terms of this Contract which result in termination for cause or in regulatory or criminal penalties in connection with performance of the Contract. Such costs shall include, but shall not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. SUPPLIER shall not be responsible for any costs of investigations that do not result in termination for cause or in regulatory or criminal penalties in connection with performance of the Contract.
13.
IndemnificationSUPPLIER shall be fully liable for the actions of its agents, employees, partners, or subcontractors, and shall fully indemnify, defend, and hold harmless CITIZENS, and its officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys’ fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by SUPPLIER, its agents, employees, partners, or subcontractors, provided, however, that SUPPLIER shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of CITIZENS.
Further, SUPPLIER shall fully indemnify, defend, and hold harmless CITIZENS from any suits, actions, damages, and costs of every name and description, including attorneys’ fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right; provided, however, that the foregoing obligation shall not apply to CITIZENS’ misuse or modification of SUPPLIER’S products or CITIZENS’ operation or use of SUPPLIER’S products in a manner not contemplated by the Contract or the purchase order. If any product is the subject of an infringement suit, or in SUPPLIER’S opinion, is likely to become the subject of such a suit, SUPPLIER may at its sole expense procure for CITIZENS the right to continue using the product or to modify it to become non-infringing. If SUPPLIER is not reasonably able to modify or otherwise secure CITIZENS the right to continue using the product, SUPPLIER shall remove the
product and refund CITIZENS the amounts paid in excess of a reasonable rental for past use. CITIZENS shall not be liable for any royalties.
SUPPLIER’S obligations under the preceding two paragraphs with respect to any legal action are contingent upon CITIZENS giving SUPPLIER (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at SUPPLIER’S sole expense, and (3) assistance in defending the action at SUPPLIER’S sole expense. SUPPLIER shall not be liable for any cost, expense, or compromise incurred or made by CITIZENS in any legal action without SUPPLIER’S prior written consent, which shall not be unreasonably withheld.
14.
Limitation of LiabilityFor all claims against SUPPLIER under any contract or purchase order, and regardless of the basis on which the claim is made, SUPPLIER’S liability under a contract or purchase order for direct damages shall be limited to the greater of $100,000, the dollar amount of the contract or purchase order, or two times the charges rendered by SUPPLIER under the purchase order. This limitation shall not apply to claims arising under the Indemnity paragraph contain in this agreement.
Unless otherwise specifically enumerated in the Contract or in the purchase order, no party shall be liable to another for special, indirect, punitive, or consequential damages, including lost data or records (unless the contract or purchase order requires SUPPLIER to back-up data or records), even if the party has been advised that such damages are possible. No party shall be liable for lost profits, lost revenue, or lost institutional operating savings. CITIZENS may, in addition to other remedies available to them at law or equity and upon notice to SUPPLIER, retain such monies from amounts due SUPPLIER as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them. CITIZENS may set off any liability or other obligation of SUPPLIER or its affiliates to CITIZENS against any payments due SUPPLIER under any contract with CITIZENS.
15.
Suspension of WorkCITIZENS may in its sole discretion suspend any or all activities under the Contract or purchase order, at any time, when in the best interests of CITIZENS to do so. CITIZENS shall provide SUPPLIER written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of
Page 33 of 37
emergency, or other such circumstances. After receiving a suspension notice, SUPPLIER shall comply with the notice and shall not accept any purchase orders. Within ninety days, or any longer period agreed to by SUPPLIER, CITIZENS shall either (1) issue a notice authorizing resumption of work, at which time activity shall resume, or (2) terminate the Contract or purchase order. Suspension of work shall not entitle SUPPLIER to any additional compensation.
16.
Termination for ConvenienceBy thirty (30) days advanced written notice, CITIZENS may terminate the Contract in whole or in part when it is in their interests to do so. SUPPLIER shall not furnish any product after it receives the notice of termination, except as necessary to complete the continued portion of the Contract, if any. SUPPLIER shall not be entitled to recover any cancellation charges or lost profits.
17.
Termination for CauseEither party may terminate the Contract in whole or in part if the other party fails to honor its material obligations. Before terminating the Contract, the party that believes the other party is failing to comply with the Contract shall notify the other, in writing, of the nature of the failure to perform and provide a reasonable time certain for correcting the failure (su