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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.

(2)

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

(3)

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

(4)

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.

(5)

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.

(6)

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.

(7)

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.

(8)

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.

(9)

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

(10)

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.

(11)

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

(12)

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.

ƒ

Tab 1 - Mandatory Attachments

ƒ

Tab 2 – Business/Corporation Qualifications

ƒ

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:

(13)

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:

ƒ

How many years has your organization existed? List past mergers, acquisitions

and reorganizations; and

ƒ

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:

(14)

ƒ

be completed and signed by the individual offering the reference;

ƒ

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

ƒ

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.

(15)

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)

(16)

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

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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:

(18)

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.

(19)

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

(20)

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

________________________________

________________________

(21)

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: _______________________________________

(22)

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.)

(23)

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.

(24)

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.)

(25)

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.

(26)

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

(27)

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.

(28)

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

(29)

Page 29 of 37

STANDARD TERMS AND CONDITIONS

(30)

Page 30 of 37

STANDARD TERMS AND CONDITIONS

1.

Definitions

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.

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 Orders

In 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.

Packaging

Tangible 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 Site

CITIZENS 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 Standards

All 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 Delivery
(31)

Page 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.

Installation

Where 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 Loss

Approval 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 Payment

Invoices 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.

Taxes

CITIZENS 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 Restrictions

If 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 Integrity

SUPPLIER 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.

(32)

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.

Indemnification

SUPPLIER 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 Liability

For 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 Work

CITIZENS 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

(33)

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 Convenience

By 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 Cause

Either 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

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