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invitation to negotiate No. 13-0005FOR investment portfolio accounting software and servicesFebruary 26, 2013Refer ALL Inquiries to: Christina Hennekes, Procurement OfficerPurchasing DepartmentCitizens Property Insurance Corporation2101 Maryland CircleTallahassee, Florida 32303Phone (850) 521-8405E-Mail: citizens.purchasing@ Table of ContentsSection 1 – Introductory MaterialSStatement of PurposeCitizens’ BackgroundTaxesContract TermCalendar of EventsProcurement Officer Contact Information No Contact or LobbyingSection 2 – Scope of ServicesProject BackgroundDefinitionsSystem Requirements and FunctionalitySystems AcceptanceGeneral ServicesEnd-User Training SupportService Level RequirementsDeliverables and Deliverables SchedulePerformance MeasuresInvoicing and Payment RequirementsKnowledge Transfer Plansection 3 – RESPONSE instructions & EVALUATION CRITERIAQuestionsSubmission of ResponseFormat and ContentsReview and Evaluation ProcessVendor’s Representation and AuthorizationSection 4 – solicitation general conditionsAcceptance / RejectionAppeal ProcessCorporate ChangeCosts of Preparing SolicitationDisposal of SolicitationsElectronic Posting of AwardFirm ResponseRules for WithdrawalMinor Irregularities / Material DeviationsMisrepresentationNo Prior Involvement and Conflicts of InterestRejection of ResponsesVerbal InstructionsResponses Submitted Are Public RecordsSection 5 – standard TERMS and CONDITIONS Public RecordsData Export Restriction Jurisdiction and VenueName/LogosSecurity and Confidentiality Invoicing and PaymentGovernmental RestrictionsCitizens’ Code of Ethics and Conflict of Interest Disclosure FormVendor’s RecordsRight to Audit RecordsCompliance with LawsConvicted Vendor ListSuspension of WorkTermination Without CauseTermination For CauseDispute ResolutionWarranty of AuthorityWarranty of Ability to PerformWarranty of Truthfulness and AccuracyEntire AgreementModification of TermsWaiverExecution in CounterpartsSeverabilityHeadingsAssignment/SubcontractingSuccessors and AssignsForce MajeureVendor Travel Reimbursement Guidelines Inspection at Vendors’ SiteIndemnificationInsuranceInstallation Section 6 – OPTIONAL SOFTWARE OR TECHOLOGY CONTRACTUAL TERMS AND CONDITIONS6.1 Services and Vendor Personnel6.2Minimum Requirements for Operating Environment6.3Software and Maintenance Acceptance Tests6.4Failure to Successfully Complete Acceptance Tests6.5Encryption of Mobile Devices6.6No Viruses or Disabling Code6.7Safeguarding of Citizens Materials and Property6.8Vendors’ Ownership of Software6.9Infringement6.10Warranty, Title, and Indemnification6.11Assignment by CitizensATTACHMENTS:The below list of forms and documents pertain to this competitive solicitation. It is the Vendor’s responsibility to review and submit all requested forms and information with their Response. Attachment A – Vendor Conflict of Interest Disclosure Form (Form No.: 501b)Attachment B – Litigation, Claims or Regulatory Action FormAttachment C – IT Security QuestionnaireAttachment D – IT Requirements QuestionnaireAttachment E – Disaster Recovery QuestionnaireAttachment F – Price SheetAttachment G – Sample of Citizens 2011 Annual Investment Holdings Attachment H – Citizens Code of EthicsAttachment I – Vendor Travel Reimbursement Guidelinesmandatory SUBMISSION requirementsIn order to ensure that all required information is submitted, provided below is a list of mandatory submission requirements which the Vendor shall submit with their Response. Failure to meet these requirements and submit applicable information in your Response will result in your Response being disqualified and no further evaluation will take place.REQUIREMENTSECTION(S) FORMCHECKBOX Response submitted according to the deadline and to the correct locationSection 3.2, Submission of Response FORMCHECKBOX One (1) signed original hard copy of the ResponseSection 3.3.1, Original Hardcopy Response FORMCHECKBOX One (1) original compact disc (CD) of the ResponseSection 3.3.2, Original CD ResponseAdditional mandatory DOCUMENTS/INFORMATIONProvided below is a checklist of additional mandatory information/documents that are also required. If this information or documents are not included in Vendors’ original submission Response, the Vendor will have three (3) Business Days after the Responses are due to submit this information. Failure to submit this information within three (3) Business Days of the Response Due Date will result in your Response being disqualified and no further evaluation will take place.REQUIREMENTPARAGRAPH(S) of ITN FORMCHECKBOX Attachment A, Vendor Conflict of Interest Disclosure FormParagraph 3.3.4, Mandatory Documents and Information FORMCHECKBOX Attachment B, Litigation, Claims or Regulatory Action FormParagraph 3.3.4, Mandatory Documents and Information FORMCHECKBOX Attachment C, IT Security QuestionnaireParagraph 3.3.4, Mandatory Documents and Information FORMCHECKBOX Attachment D, IT Requirements QuestionnaireParagraph 3.3.4, Mandatory Documents and Information FORMCHECKBOX Attachment E, Disaster Recovery QuestionnaireParagraph 3.3.4, Mandatory Documents and Information FORMCHECKBOX Vendors’ Service Organization Control Report (SOC 1SM) SSAE 16 Type 2 Report (with bridge letter if required)Paragraph 3.3.4, Mandatory Documents and Information FORMCHECKBOX Corporate Change: See Section 4.3 Corporate Change for further details, if applicable.Paragraph 3.3.4, Mandatory Documents and Information FORMCHECKBOX Attachment F, Price SheetParagraph 3.3.5, PricingADDITIONAL SUBMISSION REQUIREMENTSProvided below is a checklist list of additional submission requirements that should be submitted if applicable to Vendors’ Response: FORMCHECKBOX One (1) redacted copy of Response on CD (if applicable)Section 3.3.3, Redacted Copy of ResponseRecommended VENDOR mandatory requirementsAll Vendors recommended for award shall submit the following documents prior to the commencement of services.REQUIREMENTATTACHMENT / SECTION(S) FORMCHECKBOX Current W-9 FormN/A FORMCHECKBOX Insurance CertificateSection 5.32, InsuranceSPECIAL NOTE(S):The below conditions pertain to this competitive solicitation and are important for each Vendor to read and understand. It is the Vendors’ responsibility to review and submit all requested forms and information with their Response in accordance with all language specified in this solicitation. Mandatory Requirement: When an item is identified in this solicitation as “shall submit” such item is a mandatory component of the Vendors’ Response. Failure to provide the specified document or information identified as “shall submit” in your Response or as otherwise indicated will result in rejection of the Response.SECTION 1Introductory MaterialSStatement of Purpose: Citizens Property Insurance Corporation (“Citizens”) is seeking Responses from qualified Vendors to provide Citizens with a Vendor Hosted web-based Investment Portfolio Accounting Software System and Investment Accounting Services as outlined in Section 2, Scope of Services. Vendors’ Proposed System must have the capability to track, value, reconcile and account for over 109 open/active invested asset accounts for Citizens’ approximate $15.3 billion fixed-income portfolio at par value, amortized cost and market value. As the consolidated book of record, the Investment Portfolio Accounting Software System in conjunction with service from Vendors’ dedicated team of subject matter experts is expected to actively provide current and future business, regulatory and operational reporting, special projects, functional, and technical requirements; for multiple defined End-Users, three (3) business account lines, and two (2) or more funding source types. Currently, Citizens has three (3) business accounts: PLA (Personal Lines Insurance), CLA (Commercial Lines Insurance), and Coastal (High-Risk and Windstorm Insurance). By statute, each of these accounts must be tracked, valued, and accounted for separately to include preparation of consolidated financial statements for all three (3) of Citizens’ business accounts. Citizens has two (2) basic funding source types: bond and operating proceeds. Each funding type must be tracked, valued, and accounted for separately within all three (3) of the business accounts.The Awarded Vendor will need to be prepared to begin the conversion process immediately upon Contract award. It is Citizens’ current intent to have a fully executed Contract by September 2013, and allow the Awarded Vendor a 6 to 9 month timeframe for ramp-up and transition. CITIZENS’ BACKGROUND: In 2002, the Florida Legislature created Citizens by combining the Florida Residential Property and Casualty Joint Underwriting Association (“FRPCJUA”) and the Florida Windstorm Underwriting Association (“FWUA”). Organized as a not-for-profit government entity, Citizens public purpose is to provide residential, commercial and casualty insurance coverage to owners of certain properties in the State of Florida, who are not able to purchase coverage in the private insurance market.Citizens’ is governed by Section 627.351(6), Florida Statutes, as amended (the “Act”), and operates pursuant to a Plan of Operation (the “Plan”) that is approved by the Financial Services Commission of the State of Florida. Citizens operations are supervised by a Board of Governors comprised of eight (8) members who are appointed by the Governor, CFO, President of the Senate and Speaker of the House. Additional information about Citizens is available at Citizens’ website: : Citizens is a State of Florida legislatively created governmental entity which does not pay Federal Excise or State sales taxes on direct purchases of tangible personal property. Citizens will not pay for any personal property taxes levied on Vendor or for any taxes levied on employees’ wages. CONTRACT TERM: The Contract term is anticipated to be five (5) years, and, at Citizens’ sole discretion, have two (2) optional 2-year renewal terms. All terms, conditions and pricing will remain fixed for the term of the Contract and any renewal options.Calendar of Events: Listed below are this solicitations’ important events and the corresponding dates and times. These timeframes are subject to change at Citizens’ sole discretion. It is a Vendor’s responsibility to comply with these timeframes and to monitor Citizens’ website for any changes.CALENDAR OF EVENTSDATE:TIME:ACTIONS:February 26, 2013Solicitation ReleasedMarch 12, 20135:00 PM ETQuestions Deadline: Deadline for submission to Citizens (as specified in Paragraph 3.1)March 21, 2013 5:00 PM ETAnswers Posted: Answers to Questions posted on Citizens’ website.April 3, 20132:00 PM ETResponse Deadline: Deadline for all Responses to be submitted to Citizens.April 4 to April 22, 2013Review/Evaluation of Written ResponsesMay 2, 2013Anticipated Date for Public Evaluation Committee Meeting to determine which Vendors will proceed to Demonstrations/NegotiationsDEMONSTRATIONS/NEGOTIATIONS:May 13 and May 14, 2013Anticipated Date for Vendor Demonstrations/Negotiations June 3, 2013Anticipated Date for Public Evaluation Committee to announce Recommendation of AwardJune 21, 2013Board of Governors Meetingafter award of Contract:September 2013Contract Begins (Tentative)6-9 MonthsRamp- Up and Transition PeriodJuly 2014Services Beginprocurement officer CONTACT INFORMATION: The Procurement Officer and point of contact for this solicitation is:Christina Hennekes, Procurement OfficerPurchasing DepartmentCitizens Property Insurance Corporation2101 Maryland CircleTallahassee, Florida 32303Phone (850) 521- 8405E-Mail: citizens.purchasing@ No Contact or Lobbying: Vendors shall not contact, directly or indirectly, any employee, representative or Board of Governors member for the purposes of influencing or attempting to influence an award or other final decision. A Vendor may, as an exception to this prohibition, contact the named Procurement Officer or their designee. The provisions of this section shall begin the date this solicitation is released and continue until the earlier of: the Board rendering an award for this solicitation, or the rejection of all Responses. Any contact prohibited by this section may disqualify a Vendor from further consideration.SECTION 2 SCOPE OF SERVICESProject Background: Citizens’ governmental status statutorily requires that our financial statements for all three (3) of Citizens’ business accounts are prepared separately on a monthly basis. Because of Citizens’ insurance company status and GAAP standards, Citizens’ financial statements must also be prepared on a quarterly basis. In conformity with Florida Statutes and accounting rules prescribed by the Florida Office of Insurance Regulation (“FOIR”), Citizens’ financial statements are prepared in accordance with the National Association of Insurance Commissioners’ (NAIC) Accounting Practices and Procedures Manual, subject to deviations prescribed or permitted by the FOIR. Citizens uses a book value roll-forward approach on a monthly basis to verify, reconcile, and record investment activity to the general ledger via the use of Investment Portfolio Accounting Software System generated reports. Citizens’ general ledger account code structure is congruent with the Annual Statement Line (ASL) number in the Yellow Book, which is regulated by the NAIC as well. Specifically, trade activity and other investment related transactions are loaded into the Investment Portfolio Accounting Software System (“System”) based on the Custodians’ audited bank statements by business line, funding type, and investment account respectively. Once all database transactions and receipts are verified and agree with the Custodian Bank, Citizens uses specific system reports as outlined in Section 2.5.2, Monthly Reporting Services to record: 1) realized gains/losses, 2) premium amortization, 3) discount accretion, 4) acquisitions, 5) dispositions, 6) income accruals/receipts, and 7) schedule line maturity classifications for all accounts. From a portfolio perspective, Citizens currently has an approximate $15.3 billion fixed-income portfolio comprised of $9.4 billion in operating bond proceeds and $5.9 in note bond proceeds as of November 30, 2012. Approximately 89% of the portfolio is managed by 12 external investment managers, who have been given the authority to make investments on behalf of Citizens. Citizens accounts for six (6) Senior Secured Serial Bond issuances with a principal balance of $5.7 billion; five (5) pre-event bonds and one (1) post event bond. The PLA and CLA accounts share one (1) outstanding bond issuance with a principal balance amount of $1.5 billion. The Coastal Account has five (5) outstanding bond issuances with a combined principal balance amount of $4.2 billion. All bonds are secured by and payable from pledged revenues.Investments in debt securities are valued at cost and amortized under the valuation standards of the NAIC. On a GAAP basis, investments in debt securities are generally reported at fair value. According to NAIC guidelines for property and casualty insurance companies, Citizens classifies all securities based on days to maturity from Citizens’ date of acquisition. Long-term bonds (D1) category includes securities and certificate of deposits that mature beyond one (1) year. Short-term bonds (DA1) category includes securities that mature in one (1) year or less. Cash Equivalents (E2) category includes securities that mature in 90 days or less. Certificate Deposits (E1) category is considered cash if it matures in one (1) year or less. Conservatively, Citizens’ invested assets are governed by four (4) investment policies; two (2) for taxable operating funds and two (2) for tax-exempt bond proceeds. Our policy requires all securities be rated A2/A or better by Moody’s and S&P at the time of purchase. Our portfolio is valued in United States Dollars only, and we do not have any affiliates. We do not invest in the stock market, foreign securities, hedge funds, special deposits, real estate, mortgage loans, or derivatives. In 2008 and 2009, Citizens recognized an Other-Than-Temporary Impairment (OTTI) for eight (8) securities assuming a realized loss of $293.6 million. So far, we have recovered $120.6 million of the amortized costs basis; six (6) impaired assets still remain in the portfolio with a NAIC designation of 6FE.From an investment banking perspective, Citizens has relationships with various banking institutions which maintain 109 open/active invested asset accounts. All physical securities or assets that Citizens holds or has claim to are held at one (1) of five (5) Citizens custody relationships described below:Bank of New York Mellon (BNY) currently serves as Citizens Custodian bank and holds a significant majority of Citizens financial assets. Citizens utilizes BNY to custody its investment banking function through multiple externally managed investment accounts consisting of operational funds and bond proceeds. Citizens relies on BNY to price the entire portfolio each month. ?Regions Bank (“Regions”) currently serves as Citizens’ Indentured Trustee and holds funds associated with Citizens’ debt issuances in the form of money market funds. Regions serves as the Collateral Trustee for 2012A PLA/CLA Bond Issuance.State Board of Administration (SBA) of Florida holds an investment pool of distressed assets to which Citizens has an allocated claim. Citizens relies on BNY to price each of these financial assets each month. ?Wells Fargo Bank (“Wells Fargo”) has two (2) separate relationships with Citizens. Wells Fargo serves as Citizens’ commercial bank and Collateral Trustee. The commercial banking relationship facilitates the day-to-day financial operations of the company. Funds held with the commercial bank are in?the form of money market fund investments. The Collateral Trustee relationship is designated to hold financial collateral in relation to Citizens’ Coastal Senior Secured bond issuances. Funds held with the Collateral Trustee are in the form of money market fund investments and also in externally managed investment accounts. Citizens’ current Investment Portfolio Accounting Software System and Services is provided by the New York Bank of Mellon. Citizens’ current general ledger software is StoneRiver Pro Financials. Citizens’ current annual statement software is eFreedom. A Sample of Citizens’ Annual 2011 Investment Holdings is provided as Attachment G.Definitions:2.2.1Affiliate – means a type of inter-company relationship in which one of the?companies owns less than?a majority?of?the other?company's stock, or a type of inter-company relationship?in which?at least two (2) different companies are subsidiaries of a larger company.Awarded Vendor – means the Vendor who is awarded a Contract for the Services outlined in this solicitation. BNY – an abbreviation for Bank of New York Mellon.Bloomberg – means a computer software application provided by Bloomberg L.P. that enables End-Users to monitor and analyze real-time financial market data movements and place trades on the electronic trading platform.Business Hours, Business Day, or Working Hours – means the hours from 8:00 AM ET to 5:00 PM ET, Monday through Friday excluding holidays.CLA – an abbreviation for Commercial Lines Account.CUSIP – an abbreviation for Committee on Uniform Securities Identification Procedures. It is a 9-character alphanumeric code which identifies a North American financial security for the purposes of facilitating clearing and settlement of trades.Citizens – means Citizens Property Insurance Corporation, a State of Florida legislatively created governmental entity governed by subsection 627.351(6), Florida Statutes, and the Plan of Operation adopted, which is available on Citizens’ website at .Citizens Contract Manager – means Citizens’ departmental representative who will be responsible for administrating the daily functions of the Contract for Citizens.Coastal – means all High Risk and Windstorm Accounts. Coastal – means all High Risk and Windstorm Accounts.Coastal Senior Secured – means High Risk and Windstorm related bond issuances secured by pledged revenues.Collateral Trustee – means a bank that specializes in guaranteeing the bond issue much like a credit enhancement. Through use of pledged revenues as a guarantee payment of debt service on bonds, this feature protects bondholders and their original investments; in case of Citizens inability to pay the interest payment and principal amount upon maturity, bondholders can demand the sale of secured or collateralized assets in order to pay the bond obligations. On a monthly basis, interest and principal accounts held at Regions bank are funded from the Premium Surcharge Account and 2005A Emergency Assessment Accounts.Concurrent Users – means the number of End-Users that can simultaneously access the Proposed System or the maximum number of End-Users accessing the Proposed System at any one time.Custodian Bank – the financial institution responsible for safeguarding Citizens’ financial assets (i.e. operating and bond proceeds).Derivative – means a?security whose price is dependent upon or derived from?one or more underlying assets.?The derivative itself is merely a contract between two (2) or more parties. Its’?value is determined?by fluctuations?in the underlying asset.Due From Broker – means pending receivable settlement.Due To Broker – means pending payable settlement.Emergency Assessment Accounts – means in the event of a plan year deficit that is not fully recoverable by Premium Surcharges and Regular Assessments, Citizens is required to levy any remaining plan year deficit as an emergency assessment to include Citizens’ policies. This account is safeguarded by the Collateral Trustee and is considered pledged revenues.Employee, Staff, and Personnel – means any person or other representative of the Vendor.End User(s) – means any Citizens’ employee who is issued an identification and password code to log in and access the Proposed System.FASB – an abbreviation for Financial Accounting Standards Board.Foreign Security – means a security denominated or expressed in foreign currency.FRPCJUA – an abbreviation for Florida Residential Property and Casualty Joint Underwriting Association.FWUA – an abbreviation for Florida Windstorm Underwriting Association. GAAP – an abbreviation for Generally Accepted Accounting Principles.GASB GAAP – an abbreviation for Governmental Accounting Standards Board-Generally Accepted Accounting Principles.Hedge Funds – means an aggressively managed portfolio of investments?that uses advanced investment strategies such as leveraged,?long, short and derivative?positions in?both domestic and international markets?with the goal of generating?high returns.IDC – an abbreviation for Interactive Data Corporation. A Vendor that provides financial market data, analytics and related solutions to financial institutions, active traders, and individual investors.IFRS – an abbreviation for International Financial Reporting Standards.Implementation Plan – means a mutually agreed upon plan between Citizens and the Awarded Vendor to implement the Proposed System, including portfolio conversion, migration of data, and training of Citizens’ End-Users. Indentured Trustee – means a bank specializing in collecting, holding, and administering debt service interest payments when due and principal payments upon the maturity of the bonds. They maintain a database of all bondholders, and they represent bondholders in remedial proceedings in the event of default, dispute or answer questions that bondholders might have. NAIC – an abbreviation for National Association of Insurance Commissioners.NAIC Designation – means the National Association of Insurance Commissioners grants a filing exemption (FE) with the Securities Valuation Office for bonds that have been assigned a current, monitored rating by the NRSRO.NRSRO – an abbreviation for Nationally Recognized Statistical Rating Organization; this organization issues credit ratings that the U.S. Securities and Exchange Commission (SEC) permits other financial firms to use for certain regulatory purposes.OTTI – an abbreviation for Other-Than-Temporary Impairment. This is the basis of inability or lack of intent to retain the investment in the security for a period sufficient to recover the amortized cost basis.P&C – an abbreviation for Property & Casualty Insurance Companies.PLA – an abbreviation for Personal Lines Account.Premium Surcharge Account – means in the event of a plan year deficit in any of its three (3) accounts, Citizens is required to first levy assessments against the premium of each Citizens policy holder to recover the deficits incurred. This account is safeguarded by the Collateral Trustee and are considered pledged revenues.Proposed System – means the Investment Portfolio Accounting Software System that the Vendor is proposing to meet the requirements outlined in this solicitations’ Scope of Services.Regular Assessment Account – in the event of a play year deficit that is not fully recoverable by Premium Surcharges, Citizens is then required to levy assessments on assessable insureds in the State of Florida for the calendar year preceding the year in which the deficit occurred excluding Citizens policies. This account is safeguarded by the Collateral Trustee and are considered pledged revenues.Response – means all materials submitted by the Vendor pursuant to the solicitation instructions.? Depending on the type of solicitation, these materials may also be referred to as the “bid” or the “proposal”. SAP – an abbreviation for Statutory Accounting Principles.SVO – an abbreviation for Securities Valuation Office.Shall Submit – means an item identified in the solicitation that is a mandatory submittal requirement. Failure to provide the specified document or information in the Vendors’ Response at time of receipt will result in rejection of the Response.Subcontractor – means a legal entity that the Vendor intends to use for any part of the performance obligations, duties or services to be performed.TIPS – an abbreviation for Treasury Inflation Protected Securities, which is a treasury security indexed to inflation in order to protect investors from the negative effects of inflation.Transactions – means acquisitions, disposals, maturities, principle pay-downs, calls, interest income, sales interest, acquisition, interest paid, dividend, trade receivables/payables, inter-fund transfers, and true transfers in/out.USD – means United States Dollar.Vendor – means an entity that responds to this solicitation.Vendor Contract Manager – means the Vendors’ representative who is responsible for administrating and providing the daily functions of the Contract for the Vendor.Vendor Hosted – means installed and maintained on Vendors’ servers.Vendors’ Records – means any books, works, documents, or other records of Vendor related to this Contract.Yellow Book – means the annual statement specific for property & casualty insurance companies.YTD – an abbreviation for year-to-date.system requirements and functionality: Vendors’ Proposed System shall at a minimum, meet the following system requirements and functionality:General System Requirements and Functionality:Web-based and Vendor Hosted.Viewable via Microsoft Internet Explorer.Provide system access to Citizens via a secure website, with password access protection, from anywhere, regardless of location.Capacity to provide simultaneous access for up to ten (10) Citizens’ Concurrent End-Users.Provide a disaster recovery and continuity plan to include data security.Support a user-friendly process for Citizens to add or delete End-User accounts.Ability to create and assign various End-User Roles to determine the End-Users level of access and functionality.General Accounting Capabilities: Vendors’ Proposed System shall at a minimum, provide the following accounting capabilities:Support a 12 month fiscal year. (Citizens primarily adheres to a 12 month fiscal year ending on December 31st).Track investments by “trade date” basis for accounting and other reporting purposes.Create financial reports based on GAAP, GASB, FASB, IFRS, and SAP.Provide non-standard entries such as adjustments or write-downs for impairment. Provide a “hard close” for monthly and year-end reporting purposes. Meaning, all prior period adjustments must be reflected in the current month processing.Provide ability to change entity codes, and multiple account consolidations.Maintain access to unlimited historical reporting periods. For internal and external audits, the Proposed System must provide financial reporting information for previous accounting periods. Citizens staff must be able to run standardized and customized report from any previous accounting period without having to archive reports from that period.If requested by Citizens, support a general ledger accounting code structure and chart of accounts, with an unlimited number of accounts for multiple reporting units and investment managers.Maintain audit trails of all changes to chart of accounts, reporting templates, amortization methods, pricing methods, and any other administrative changes that would affect the calculation of reporting of investment transactions. Receive automatic feeds from Citizens’ Custodian Bank to avoid manual processing. Feeds may be imported into the System on a continuous basis or may be scheduled batch daily.System Reporting Capabilities: Vendors’ Proposed System shall at a minimum, provide the following reporting capabilities:A secure environment to deliver basic reports and special projects in requested groupings, pdf and excel format to Citizens.Reports must be available for all portfolios as specified by the End-User.Capacity to create custom or ad hoc reports with some drill down functionality based on client and NAIC standards. Capacity to compute and run reports for any End-User defined reporting period based on query selection criteria.Capacity to provide a monthly reporting package to Citizens in pdf format that includes detailed and summary reports as requested by individual account and consolidated groupings.Capacity to support an adaptable investment accounting reporting life cycle from a secured website to query and share information for financial reporting and record retention purposes.Systems Acceptance: Delivery and operation of the Proposed System including equipment will not constitute acceptance of the Proposed System by Citizens. The Awarded Vendor, upon delivering an operational system, will provide written electronic notification to the Citizens’ designated Contract Manager informing them that the installation is complete. Final acceptance of the System shall not occur until the Awarded Vendor has demonstrated that the entire installation/implementation fulfills all requirements of the Contract and Citizens has provided a written Systems Acceptance.general Services: Listed below are the different types of required information, reports and corresponding services that Vendor shall provide via its’ assigned staff and Proposed System.Security Holdings and Cash Reconciliation: Citizens will require the Awarded Vendor to collaborate with the Custodian Bank to ensure all cash and asset holding position balances for each account in the Investment Portfolio Accounting Software System match (within an agreed upon material dollar amount) to the month-end Custody Bank statement balance for par value, amortized cost, market value, and income/dividend accruals. For accounting and reporting purposes, the Awarded Vendor must be able to provide the following services:Validate CUSIP, security description, price, interest rate, accrued or purchased interest, purchase date, and maturity date to independent market sources (i.e Interactive Data Corporation or Bloomberg).Record on a trade date basis for each CUSIP per lot.Calculate accrued interest for all securities according to the day count indicated on the trade ticket.Calculate amortization and accretion for all securities.Allow End-Users to review detailed schedules at the individual lot level.Ensure that all monthly processing, updates, and reconciling or unmatched transactions are completed in a timely manner in order to deliver monthly reports no later than the 15th calendar day of each reporting month. Monthly Reporting Services: Citizens will require the Proposed System to maintain an unlimited number of investment transaction records and report transaction history across all business accounts. The transaction history must include pending, completed, and reversed trades. At minimum, the Proposed System must have the capacity to provide the following monthly reports and related information for general ledger processing and monthly financial statement purposes per account in pdf format via on-line or electronically submitted to Citizens no later than the 15th calendar day of each reporting month.Asset Portfolio Holdings Report: Separately summarize invested asset balances at par, amortized cost, market value, unrealized gains, unrealized losses, and ending cash balances for each holding position category (based on days to maturity from date of acquisition); then provide supplemental security level detail for each holding position category. Securities should be designated by 1) long-term bonds (D1) category includes securities (and certificate of deposits) that mature beyond one (1) calendar year, 2) short-term (DA1) category includes securities that mature in one calendar year or less, 3) cash equivalents (E2) category includes securities that mature in 90 days or less, and 4) certificate deposits (E1) category is considered cash if it matures in one year or less.Book Value of Bonds Roll-Forward Report: Based on roll forward beginning balance, this report separately shows original cost, proceeds, premium amortization, discount accretion (calculated using the Scientific method), realized gains, realized losses, TIP income, and ending balance reconciliation by summary and security detail (based on days to maturity from date of acquisition). Similar to holdings report, securities must be designated by 1) long-term bonds (D1), 2) short-term bonds (DA1), 3) cash equivalents (E2), 4) certificate of deposits (E1), and 5) ending cash balances by summary and security detail.Detailed Verification Between Years: Supplemental report to support the Book Value of Bonds Roll forward report by security detail.Earned Income Report YTD: Shows interest collected, accrued income current year, accrued income prior year by Long-Term (D1), Short-Term (DA1), Certificate of Deposits (E1), and Cash Equivalents (E2) at the security detail level.Collected Income Report YTD: Categorizes interest paid on acquisitions, premium amortization, discount accretion, holding interest and Disposal interest by Long-Term (D1), Short-Term (DA1), Certificate of Deposits (E1), and Cash equivalents (E2) at the security detail level.Transaction Report: Shows all acquisitions, disposals, maturities, principle pay downs, calls, pay ups, interest income, sales interest, acquisition interest paid, dividend, trade receivables/payables, inter-fund transfers, and true transfers in/out. Income Transaction Report: Shows all interest income, sales interest, acquisition interest paid, dividend, and miscellaneous income adjustments. Unsettled Trades Transaction Reports: Shows cash balances and amounts receivable/payable for unsettled securities transactions held/initiated at the clearing brokers.Consolidated Reporting Services: Citizens will require Vendor’s Proposed System to consolidate and group specific accounts by business line and funding sources similar to the Custodian Bank groupings for database verification, general ledger processing and financial statement exhibit purposes. The following reports must be presented by account and requested consolidation in pdf format via on-line or electronically submitted to Citizens no later than the 15th calendar day of each reporting.Transaction Report. Income Transaction Report.Book Value of Bonds Roll-Forward.Verification Between Years Report YTD.Portfolio Asset Holdings Report YTD Earned Income Report YTD. Collected Income Report YTD. Unsettled Trades Transaction Report. Schedule D Investment Reporting: Citizens requires the Awarded Vendor to provide, at a minimum, the follow reporting information for all four (4) quarters and annual reporting based on NAIC reporting requirements for the “Yellow Book” in pdf and excel format: Quarterly Reporting Requirements: The following quarterly reports must be made available to Citizens via on-line or electronically submitted to Citizens no more than five (5) business days following the 15th calendar day monthly reporting requirement:Bonds Owned as of Current Quarter End – for Schedule D-Part 1, Schedule DA- Part 1, Schedule E- Part 1-Cash, and Schedule E- Part 2.Bonds Acquired During the Current Quarter – for Schedule D-Part 3, Schedule DA- Part 3 Supplement, and Schedule E-Part 3 Supplement.Bonds Sold, Redeemed, or Otherwise Disposed of During the Current Quarter – for Schedule D-Part 4, Schedule DA-Part 4 Supplement, and Schedule E-Part 4 Supplement.Bonds Acquired During Year and Fully Disposed of During the Current Quarter – for Schedule D-Part 5 and Schedule DA-Part 5 Supplement.Verification Between Years (VBY) – for Schedule D (Long-Term Bonds and Stocks), Schedule DA (Short-Term Investments), and Schedule E (Cash Equivalents).Schedule D - Summary By Country – shows long-term bonds and stocks owned at current quarter end.Schedule D – Part 1B – shows the acquisitions, dispositions, and non-trading activity during the current quarter for all bonds and preferred stock by rating class. General Interrogatories-Part 1.All securities must be rated by the NAIC and priced by the SVO.Preparation of all required GASB40 exhibits.eFreedom import file in .txt format.Necessary reports to produce annual GAAP financials.B.Annual Reporting Requirements: The following annual reports must be made available on-line via the Proposed System or electronically submitted to Citizens by Awarded Vendor no more than five (5) business days following the 15th calendar day monthly reporting requirement: Bond Owned As of Current Year End – for Schedule D-Part 1, Schedule DA- Part 1, Schedule E- Part 1-Cash, and Schedule E- Part 2.Bonds Acquired During Current Year – for Schedule D-Part 3, Schedule DA- Part 3 Supplement, and Schedule E-Part 3 Supplement.Bonds Sold, Redeemed, or Otherwise Disposed of During Current Year – for Schedule D-Part 4, Schedule DA-Part 4 Supplement, and Schedule E-Part 4 Supplement.Bonds Acquired During Year and Fully Disposed of During Current Year – for Schedule D-Part 5 and Schedule DA-Part 5 Supplement.Verification Between Years – for Schedule D (Long-Term Bonds and Stocks), Schedule DA (Short-Term Investments), and Schedule E (Cash Equivalents).Schedule D – Summary By Country – shows long-term bonds and stocks owned at current year-end.Schedule D – Part 1A – Section 1 – shows quality and maturity distribution of all bonds owned at current year-end at Book/adjusted Carrying values by major types of issues and NAIC designation.Schedule D – Part 1A – Section 2 – shows maturity distribution of all bonds owned at current year end at Book/adjusted Carrying values by major type and subtype of issues.Supplemental Investment Interrogatories.Summary Investment Schedule.Exhibit of Net Investment Income.Exhibit of Capital Gains/Losses.General Interrogatories-Part 1 (Investment Sections).Notes to Financial Statements (Investment Sections).All securities must be rated by the NAIC and priced by the SVO.Preparation of all required GASB40 exhibits.eFreedom import file in .txt format.All necessary reports to produce annual GAAP financials.2.5.4 Implementation Services: Citizens has a significant business need to implement Vendors’ Proposed System within six (6) to nine (9) months from the date of Contract execution before going “live”. During this time frame, Citizens will run Vendors’ System parallel with Citizens’ current system to ensure trade reconciliation and reporting accuracy. Citizens has a significant reliance on Vendors’ support to successfully transition its’ historic data, implement the Vendors’ System, setup and train End-Users on Vendors' System. The Awarded Vendor will develop a mutually agreed upon Implementation Plan including an implementation schedule, within 20 days of Contract execution. Citizens’ Contract Manager and implementation team will work with the Awarded Vendor to develop the implementation plan, which must include the following implementation tasks and services:Initial setup, access, and training for up to 10 Citizens End-Users into Vendor’s System before the next month end from the date of Contract execution.Portfolio Conversion and migration of approximately 3,900 individual securities held (within 109 active/open accounts) from Citizens’ current Investment Portfolio Accounting Software System into the Awarded Vendors’ System before the next month end from the date of Contract execution.The Awarded Vendors’ Proposed System holding reports beginning balances must agree to the ending balances of current Investment Portfolio Accounting System at par, amortized cost, market value, and income accruals before the next month end from the date of Contract execution.Transactional Activity and Book Value adjustment categories of current Investment Portfolio Accounting Software System (i.e. premium, discount, gains, and losses) must reasonably agree with the Awarded Vendors’ System on a monthly basis during the ramp up phase. Vendor must successfully demonstrate ability to provide required reporting packages for two (2) quarter ends.Consulting Services: Citizens will require Vendor to provide consultation and expertise on various NAIC regulatory requirements, external/internal audits, and any other investment reporting matters including, but not limited to:Annual Audits.Fair Value Distressed Asset Pricing Model. Liquid Assets Roll forward Reconciliation – To assist in properly accounting for the defaulted securities that were purchased on Citizens’ behalf. Citizens has written down the value of certain assets, and the Awarded Vendor will assist in tracking principal recovery until the permanent write down loss is fully realized.End-User Training: The Awarded Vendor shall provide the following training services to Citizens’ End-Users including, but not limited to:Vendor shall provide initial training via a webinar for up to ten (10) Citizens End-Users within thirty (30) Business Days of Contract execution.Vendor shall furnish Citizens with any necessary training manuals and/or guides.Vendor shall provide on-going training to Citizens if necessary for any system upgrades. Citizens will not pay additional training costs for system upgrades or “bug” fixes.SUPPORT: The Awarded Vendor must provide the following support services to Citizens including, but not limited to:Vendor shall assign to Citizens a dedicated and responsive Contract Manager within 10 Business Days of Contract execution. Provide appropriate support staff with subject matter expertise during regular Business Hours.Vendor shall provide technical assistance during regular Business Hours and at anytime in the event of an emergency to assist Citizens’ End-Users including, but not limited to, technical support and troubleshooting.Service Level Requirements: Vendor shall fulfill, at a minimum the following service level requirements:Vendor shall provide 24/7 system access to portfolio information and archival query records.Vendor shall notify Citizens of any planned outages or holiday downtime at least seven (7) Business Days prior to the outage.Vendor shall respond to Citizens’ investment and/or technical related issues within one (1) Business Day of notice by Citizens.All reconciling items or corrections shall be completed or addressed within two (2) Business Days of Citizens’ notification unless extenuating circumstances warrant otherwise.Electronic notification of acceptance of consulting service assignments is required within two (2) business days of assignment by Citizens.Vendor shall provide their most recent Service Organization Control (SOC 1SM) SSAE 16 Type 2 Report (with bridge letter if required) to Citizens’ Contract Manager after the culmination of each new audit for the duration of the Contract.Deliverables and Deliverables Schedule: Vendor and Citizens will negotiate an agreed upon set of deliverables to be defined in the Contract, including but not limited to:Assignment of a Vendor Contract Manager within 10 Business Days of Contract execution. Agreed upon Implementation Plan including an implementation schedule within 20 Business Days of Contract execution. Certificate of Insurance meeting the requirements in Section 5.3.2 must be submitted prior to the commencement of any Services and annually thereafter.Installation and implementation of a fully functioning Investment Portfolio Accounting Software System as described in Section 2, Scope of Services.Monthly reports made available via on-line or electronically submitted to Citizens no later than the 15th calendar day of each reporting month.Quarterly and annual reports made available via on-line or electronically submitted to Citizens no more than five (5) business days following the 15th calendar day monthly reporting requirement.Performance Measures: Citizens and the Awarded Vendor will negotiate and determine a list of mutually agreed upon performance measures to be defined within the Contract. invoicing and Payment: The Awarded Vendor shall submit invoices on a quarterly basis to Citizens. A Payment schedule will be mutually agreed upon between Citizens and the Awarded Vendor and in accordance with Section 5.6, Invoicing and Payment. Knowledge transfer plan: The Vendor must develop and execute a plan to transfer all knowledge gained from the Investment Portfolio Accounting Services to designated Citizens’ staff. The Knowledge Transfer Plan will address:Regularly scheduled de-briefing sessions with the selected Vendor team and Citizens’ project team.The validation of findings acquired during Investment Portfolio Accounting Services. Distribution of materials received or developed during Investment Portfolio Accounting Services to Citizens’ project team. SECTION 3RESPONSE instructions & EVALUATION CRITERIAHYPERLINK "C:\\Documents and Settings\\kbenson2\\Local Settings\\Temporary Internet Files\\Content.Outlook\\CNL68LG2\\QUESTIONS"QUESTIONS: During the open question period, which ends on the date and time specified in Paragraph 1.5, Calendar of Events, Vendors may submit questions in writing to the Procurement Officer related to this solicitation.Citizens will post answers to the Questions on Citizens’ website in accordance with the Calendar of Events so all questions and answers are available at the same time to all potential Vendors. Vendors should continue to monitor Citizens’ website.All solicitation documents and all addendums to the solicitation will be posted on Citizens’ website. It is the Vendor’s obligation to monitor Citizens’ website to review addendums.SUBMISSION OF RESPONSE: The purpose of the Vendors’ Response is to demonstrate their qualifications, competence and capacity to provide services in conformity with the requirements as outlined by this solicitation. MANDATORY RESPONSE REQUIREMENT: Vendor shall submit their Response to the below address on or before the date and time specified in Paragraph 1.5, Calendar of Events or the Vendors’ Response will be rejected as untimely. Attn: Christina Hennekes, Procurement OfficerCitizens Property Insurance Corporation2101 Maryland CircleTallahassee, Florida 32303Clearly identify what solicitation your Response is for on the front of your submittal as follows:ITN No. 13-0005, Investment Portfolio Accounting Software and ServicesFORMAT AND CONTENTS: This section prescribes the format in which the Responses are to be submitted. Any information deemed appropriate by the Vendor may be included, but is required to be placed within the pertinent sections.Citizens is under no obligation to look for responsive information contained in incorrect sections or that is not organized according to these instructions. All Responses must contain the sections outlined below. All Responses submitted should include numbered sections clearly separating and identifying each section as indicated below. It is the Vendors’ responsibility to provide complete answers and/or descriptions to all areas which Citizens has requested information.? Do not assume Citizens will know what your company capabilities are or what items/services you can provide, even if you have previously contracted with Citizens.? Proposals are evaluated solely on the information and materials provided in your written Response, the use of outside materials or external website links is not allowed.? Any links provided in a Vendor’s Response will not be reviewed or used to score Responses.? Vendor is required to provide complete information and documentation within their submission which will be used for evaluation.Original Hard Copy Response: The Vendor shall submit with their Response one (1) hard copy original of their entire Response.Original CD Response: The Vendor shall submit with their Response one (1) CD original of their entire Response.Please Note that both the Original Hardcopy Response and Original CD Response will be used for review and evaluation purposes and should be identical in form and content.Redacted Copy of Response: In addition to the CD required in Section 3.3.2 above, the Vendor should submit an additional CD with their Response containing a full “Redacted” electronic version of their Response in accordance with Section 4.14. This CD should be labeled “Redacted Response” and be void of any information the Vendor deems exempt from Florida’s public record law.By participating in this solicitation process and submitting a Response, a Vendor acknowledges the requirements of the Florida Public Record laws found in Ch. 119, Florida Statutes and s. 24(a), Art. I of the Florida Constitution (the “Public Record Laws”), and agrees to the provisions set forth in this section. See Section 4.14 and 5.1 for more details. Section 1 – Mandatory Documents and Information: The Vendor shall submit the following documents and information:Attachment A – Vendor Conflict of Interest Disclosure Form (Form No.: 501b.)Attachment B – Litigation, Claims or Regulatory Action Form. Attachment C – IT Security Questionnaire.Attachment D- IT Requirements Questionnaire.Attachment E – Disaster Recovery Questionnaire.Service Organization Control (SOC 1SM) SSAE 16 Type 2 Report (with bridge letter if required).Corporate Change: See Section 4.3, Corporate Change for further details, if applicable.3.3.5Section 2 – Pricing: The Vendor shall submit a completed copy of Attachment F, Price Sheet in this section. To permit ready comparison among Responses, Attachment F, Price Sheet must be used in the format provided. All pricing must be submitted for a fixed annual basis for the base term and any renewal options. Pricing should be based on the total portfolio market however, Citizens does not guarantee any dollar ($) level of market value portfolio. Citizens will either accumulate assets over time or Citizens assets will be depleted substantially, depending on storm activity and the level of insurance claims paid to Citizens Policyholders. Travel related costs will be paid in accordance with Attachment I, Vendor Travel Reimbursement Guidelines.Citizens has provided Attachment F, Price Sheet in an excel format in addition to the pdf format, for Vendors to input their prices electronically. The worksheet will automatically calculate prices once Vendors enter their information into the excel price sheet. Part 1 of the Price Sheet must be completed for contact information and include a signature from the responding Vendor. In Part 2 of the Price Sheet indicate the basis points you are proposing for each dollar range of Citizens portfolio for an annual basis. Citizens will use the highest dollar amount in each range to calculate pricing. If Vendor submits pricing using only Part 2 of the Price Sheet, it should be inclusive of all the Services indicated in Section 2 of the ITN, Scope of Services, including the Consulting Services described in Section 2.5.5. In Part 3 of the Price Sheet, provide pricing for the license fees, implementation services including initial training, maintenance and support if these prices are not included in Part 2. If Vendors' price for all of the Services are included in Part 2 then enter "0" and provide a brief explanation. On-Going Training: Vendor should provide pricing for on-going training and/or annual site visits as described in Section 6 of Vendors’ Response. This pricing should be submitted behind Attachment F, Price Sheet if it is an additional cost to Citizens. If Vendor wishes to provide an alternative pricing model in addition to Attachment F, Price Sheet, Vendor should indicate as such and should submit their proposed pricing model with a detailed explanation. Citizens may use the alternative pricing model for informational purposes and/or during the negotiation process but Citizens will not score the alternative pricing model during the Response evaluation process.The following formula will be used to evaluate Price. The lowest proposed total price from all responsive Vendors on Attachment F will be awarded 20 points and henceforth be known as Lowest Total Cost (LTC). Responses of other Vendors will be scored using the following methodology: LTC divided by the Response Cost (RC) being considered times maximum points score of 20 will equal the points awarded. Formula: (LTC / RC) x 20 = ScoreSection 3 – Company Profile: Provide the information, requested below, that best describes the Vendors’ company profile including:Firm Overview: Vendor is required to provide the following information requested below, that best describes the Vendor’s company:Size, nature and length of time in business.Number and location of employees and offices.The location of the office from which the work on this engagement is to be performed.Key Personnel Overview: Provide a list of Vendors’ proposed key personnel that would be assigned to Citizens’ account and describe the role each person would provide if Vendor is awarded a Contract for the services contemplated in this solicitation. Provide resumes or a biographical description for each individual to include professional, trade and technical qualifications such as:Certified Public Accountants (“CPAs”).Other related designations.Advanced degrees and academic qualifications.Licenses and Qualifications: Provide information that describes the following:The range and scope of services the Vendor is equipped to provide.Summarize the experience and tenure of Vendors’ management team and provide a brief biography. Describe any of Vendors’ expertise in the areas of Statutory Accounting for P&C Insurance Companies and GAAP reporting for governments / agencies / quasi-government agencies.Describe all training and continuing development classes (mandatory and optional) undergone by employees to make sure they are abreast of changes or updates to NAIC requirements, FASB, GASB, GAAP, etc.Section 4 – Similar Engagements: Provide information, requested below, that best describes the Vendors’ experiences with other portfolios, whose size and nature are similar to Citizens, including: property and casualty insurance clients for whom Vendor performs Investment Portfolio Accounting Services, and any governmental agencies for whom Vendor provides GASB GAAP Investment Portfolio Accounting Services. Please distinguish between clients whom only use the Vendors’ software and/or those clients whom only use the Vendors’ Investment Portfolio Accounting Services.List the sizes of the three (3) largest fixed-income portfolios you currently account for, include years of contractual service provided, portfolio market value, current monthly deliverable date, and any other unique relationship qualities.List the size of the three (3) largest portfolios you accounted for during the last five (5) years specific to the P&C insurance industry; include years of contractual service provided, portfolio market value, current monthly deliverable date, and any other unique relationship qualities.For those companies aforementioned above, provide three (3) references for clients who are either P&C insurance clients or agency/GASB GAAP clients, and who utilize not just the investment portfolio accounting software but outsourced investment portfolio accounting services also. Provide at least one (1) P&C insurance reference and one (1) GASB GAAP reference. Vendor should include the name of reference, contact person, phone and email address so Citizens can contact references individually.Section 5 – Vendor Capabilities: Provide information that demonstrates Vendors’ capabilities to provide the services outlined in Section 2, Scope of Services. Specify any area where Vendor does not have any experience providing these services. Include the following information:Sample Reports: Provide a sample set of standardized reports containing the information requested in Sections 2.5.2, Monthly Reporting Services and 2.5.3, Schedule D Investment Reporting. System Functionality: Discuss your Proposed System in detail. Is a report-writing functionality featured in your Proposed System? And if so what are the possibilities for report customization?Discuss any current System limitations, any System upgrades or fixes that you are aware of for the Proposed System. System Capabilities: Discuss any unique or proprietary capabilities of your Proposed System that you believe would set your company apart from the competition.Timeline and Workflow: Provide a broad schedule of activities and workflow, reflecting the Vendors’ resources and approach to delivering monthly investment data by the 15th calendar day of each month.Section 6 – Training: Provide a description of the training options offered for the Proposed System in Section 6 of your Response including:Initial Implementation Training: Describe the initial implementation training plan Vendor is recommending to Citizens based on Vendors’ available training options and Citizens’ minimum implementation training requirements described in Section 2.5.4, Implementation Services including but not limited to: Any webinars, in person or training software module options or any combination thereof.Access to a separate training environment.Describe any tutorials or reference tools available in the application.On-Going Training: Provide a description of on-going training options available to Citizens End-Users and/or annual site visits Vendor will provide to Citizens. Provide pricing information for on-going training behind Attachment F, Price Sheet. Citizens will not pay additional fees for training on system upgrades. 3.3.10Section 7 – Exceptions to Citizens’ Terms and Conditions: Citizens’ terms and conditions are specified in this solicitation. If a Vendor seeks modification or removal of any terms or conditions of this solicitation, such request with Vendor’s proposed language must be submitted in this section of your Response. Each proposed change must be submitted and marked as “proposed” or “required”. A notation of “required” by the Vendor will denote that the Vendor requires the change in order to accept an award from Citizens. If a Vendor does not submit any exceptions to Citizens’ terms and conditions, then any disputes are deemed to be waived and Vendor is agreeing to all of Citizens’ terms, conditions and requirements specified in the solicitation. Proposed or required changes may be rejected by Citizens without notice at any time during the evaluation process.Review and EVALUATION PROCESS: Citizens will conduct a comprehensive review and evaluation of all Responses meeting the requirements of this solicitation. Please note that Citizens, at its sole discretion, reserves the right at any time during the process to reject all Responses that are not in the best interest of Citizens.Only timely submitted Responses will be reviewed and evaluated by staff to determine if they comply with the required forms and documents and submission requirements listed in the solicitation. This will be a pass / fail review. Failure to meet any of these requirements may render a Response to be a failing Response and result in rejection of the entire Response. Further evaluation will not be performed.For the purpose of evaluation, scoring and ranking, review categories have been divided into multiple sections. The following reflects the Pass / Fail criteria and the maximum number of points that may be awarded by category:phase 1 - evaluation OF RESPONSEsPARAGRAPH NO.EVALUATION CRITERIASECTION NO.Points3.2Timely Submission of Response and all Mandatory Documents and Information1Pass/Fail3.3.4Attachment A, Vendor Conflict of Interest Disclosure Form (Form No.: 501b)1Pass/Fail Review by Legal if applicable 3.3.4Attachment B, Litigation, Claims or Regulatory Action Form1Pass/Fail Review by Legal if applicable 3.3.4Attachment C, IT Security Questionnaire1Pass/Fail 3.3.4Attachment D, IT Requirements Questionnaire120 points3.3.4Attachment E, Disaster Recovery Questionnaire15 points3.3.4Service Organization Control (SOC 1SM) SSAE 16 Type 2 Report (with bridge letter if required)1Pass/Fail by Accounting3.3.5Attachment F, Price Sheet220 points3.3.6Company Profile310 points3.3.7Similar Engagements410 points3.3.8Vendor Capabilities530 Points3.3.9Training65 Points3.3.10Exceptions to Citizens’ Standard Terms and Conditions7InformationalTotal Points:PointsPHASE 2 - DEMONSTRATIONS/NEGOTIATIONS/ BAFO EVALUATIONThe Demonstrations, Negotiations and BAFO’s will be reviewed and evaluated by members of the Operational Business Unit, IT and Purchasing3.4.1Phase 1: Evaluation of Responses:A review of all mandatory requirements and “Pass/Fail” criteria will be performed on all Responses. Responses that successfully pass all required criteria will advance to the Evaluation Committee.The Evaluation Committee will review and score the Vendors’ Response. (The maximum scores for each section are shown in the table above).The Vendors will be ranked according to their total scores from this evaluation.The Evaluation Committee will determine which Vendor(s) will advance to the demonstration and negotiation phase based on the Response scores and rankings.Phase 2: Evaluation of Demonstrations/Negotiations/BAFO’s:The Demonstration/Negotiation Evaluation Committee will review and rank the Vendors’ Demonstrations, Negotiations, and Best and Final Offer’s (BAFO’s). Basis of Award: Citizens expects to issue one (1) award to a responsive and responsible Respondent whose solution offers the best value to Citizens. Before award, Citizens reserves the right to seek clarifications and request any information deemed necessary for evaluation purposes.Vendor’s Representation and Authorization: The prospective Vendor hereby certifies, by submission of a Response to this solicitation, acceptance of the requirements, terms and conditions of this solicitation and all appendices and any addendum released hereto. Any exception(s) to this solicitation (terms, conditions, etc) must be submitted in accordance with the solicitation. SECTION 4SOLICITATION GENERAL CONDITIONSACCEPTANCE / REJECTION: Citizens reserves the right to accept or reject any or all Responses and to make the award to the Vendor(s) who, in the opinion of Citizens, will be in the best interest of and / or the most advantageous to Citizens. Citizens also reserves the right to reject the Responses of any Vendor who has previously failed in the proper performance of an award or to deliver on time contracts of a similar nature or who, in Citizens’ opinion, is not in a position to perform properly under this award. Citizens’ reserves the right to inspect all facilities of Vendor(s) in order to make a determination as to the foregoing. Citizens’ reserves the right to waive any irregularities and technicalities and may, at its discretion, request a Rebid.APPEAL PROCESS: You have a right to appeal Board action approving the procurement of commodities and / or services under this solicitation. You have 21 calendar days from the rendering of the board’s decision to file your appeal in writing. In order for your appeal to be timely filed, it must be received by Citizens within the 21 day period for filing an appeal. The 21 day appeal period is strictly enforced. In order to file your appeal, you simply must identify the Board action being appealed, and express your desire to appeal. It is not necessary to state your grounds for appeal in your appeal request. The unavailability of records during the appeal submission period is not grounds for failure to submit a timely appeal. All records related to the Board decision may not be available under the public records law prior to your appeal filing deadline. You may request procurement records that are public records while your appeal is pending. An appeal can only be made from a Board decision. Any objection you may communicate regarding action prior to the Board’s decision does not constitute an appeal. Additionally, an appeal must be made in the proper format. Specifically, the appeal must be directed to Barry Gilway, President/CEO/Executive Director at the following address:Citizens Property Insurance CorporationAttn: Barry Gilway, President/CEO/Executive Director2312 Killearn Center Blvd, Building ATallahassee, FL 32309Questions to the Procurement Officer do not constitute an appeal under Section 25 of the Plan of Operation. The submission of a Response to this solicitation constitutes an acknowledgement by the vendor that Citizens is not a state agency for purposes of Chapter 287, Florida Statutes, and that the procurement policies and procedures adopted by Citizens pursuant to Section 7(A)(12) of its Plan of Operation prescribe the sole and exclusive remedy of an unsuccessful vendor.CORPORATE CHANGE: If Vendor is involved in or undergoing a sale, purchase, merger, or other related acquisition (“Change”) that will in any way alter the Vendor’s legal entity, name, structure, financial status or business operations, Vendor should submit in the location specified in the solicitation, if applicable:A section disclosing all current entities involved in the Change, when the Change is anticipated to take place and any information related to the Change that may affect the Response;Each area in Vendors’ Response should contain a separate section that discusses whether the Change will alter, modify or otherwise affect the Vendors' Response; andIf this is not applicable to your Response, Vendor should provide a statement that this section is “not applicable”.COSTS OF PREPARING SOLICITATION: Citizens is not liable for any costs incurred by a Vendor in responding to this solicitation, including those for oral presentations, if applicable. DISPOSAL OF SOLICITATIONS: All solicitations become the property of Citizens and will be a matter of public record subject to the Public Record provisions of Chapter 119, Florida Statutes, and 24(a), Article I of the Florida Constitution. Citizens shall have the right to use all ideas, or adaptations of those ideas, contained in any Response received in Response to this solicitation. Selection or rejection of the Response will not affect this right.Electronic Posting of Award: Citizens’ will electronically post a notice of award on Citizens’ website located at . Firm Response: The Procurement Officer may make an award within one hundred and eighty (180) calendar days after the date of the opening, during which period Responses will remain firm and may not be withdrawn. If award is not made within one hundred and eighty (180) calendar days, the Response shall remain firm until either the Procurement Officer awards the Contract or the Procurement Officer receives from the Vendor written notice that the Response is withdrawn. Any Response that expresses a shorter duration may, in the Procurement Officer's sole discretion, be accepted or rejected.RULES FOR WITHDRAWAL: A submitted Response may be withdrawn from consideration by written request signed by an authorized representative of the Vendor, delivered to the Procurement Officer before the opening date listed in the competitive solicitation. Any Response submitted, and not properly withdrawn, shall remain a valid Response for one hundred and eighty (180) calendar days after the opening date. All Responses submitted shall remain property of Citizens and may be subject to the Public Record provisions of Chapter 119, Florida Statutes and 24(a), Art. I of the Florida Constitution.Minor Irregularities / Material Deviations: Citizens reserves the right to accept or reject any and all Responses, or separable portions thereof, and to waive any minor irregularity, technicality, or omission if Citizens determines that doing so will serve Citizens best interests. Citizens may reject any Response with a material deviation or Response not submitted in the manner specified by the solicitation documents.MISREPRESENTATION: All information provided and representations made by the Vendor are material and important and will be relied upon by Citizens in awarding the contract. Any intentional or negligent misstatement may be treated as a fraudulent inducement to award Vendor the contract and a fraudulent concealment from Citizens of the true facts relating to submission of the Response. A misrepresentation may be punishable under law, including, but not limited to, Chapter 817 Florida Statutes. Furthermore, any misrepresentation may be immediate grounds for termination of any contract related to this solicitation and said Vendor will not be able to participate in future solicitations or other business opportunities with Citizens for the duration of this contract term, including renewal period.NO PRIOR INVOLVEMENT AND CONFLICTS OF INTEREST: The Vendor may 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 Vendor. No officer, agent, or employee of Citizens may 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 Vendor shall have no interest and shall not acquire any interest that will conflict in any manner or degree with the performance of the services required under this solicitation.REJECTION OF RESPONSES: Submission of a Response indicates acceptance by Vendor of the conditions contained in this solicitation, and any attachments unless otherwise specified, as indicated in the competitive solicitation. Citizens, in its sole discretion, may reject any and all Response. Submission of a Response indicates acceptance by Vendor of the conditions contained in this solicitation, and any attachments including the Standard Terms and Conditions. Citizens, in its sole discretion, may reject any and all Responses. VERBAL INSTRUCTIONS: No negotiations, decisions, or actions shall be initiated or executed by the Vendor as a result of any verbal discussions with a Citizens’ employee. Only written communications from authorized Citizens’ staff will be considered as authorized on behalf of Citizens. Only written communications from the Vendor signed by an authorized representative will be recognized by Citizens.RESPONSES SUBMITTED ARE PUBLIC RECORDS: By participating in this solicitation process and submitting a Response, a Vendor acknowledges the requirements of the Florida Public Record laws found in Ch. 119, Florida Statutes and s. 24(a), Art. I of the Florida Constitution (the “Public Record Laws”), and agrees to the provisions set forth in this section. Citizens is a public entity subject to the Public Record Laws.?All Vendor Responses and written communications regarding this solicitation become public records upon receipt by Citizens and therefore are subject to public disclosure.?If a vendor asserts that any portion of its Response or written communication is exempt from disclosure under the Public Record Laws (a “Protected Record”) then the Vendor MUST comply with the following process: Clearly identify each portion of its Protected Record(s) that it believes is statutorily protected from disclosure; Submit a separate electronic copy of Vendors’ Response or written communication with only protected portions redacted; andSubmit a separate redaction log that provides a specific statutory citation justifying each redaction.If Vendor does not identify each portion of a Protected Record as specified herein, Citizens may produce Vendor’s non-redacted copy in Response to a public records request.? If Vendor has complied with the provisions of this section and Citizens receives a public record request for a Protected Record, then Citizens will produce the redacted copy provided by Vendor in Response to the public record request.?If a request is made for the entire non-redacted Protected Record(s), then Citizens will promptly notify Vendor of the request. Vendor must take immediate and affirmative action to seek legal protection of its Protected Record(s) at issue. Citizens will not defend Vendor’s claim in regard to this section. Failure by Vendor to take action in accordance with this section shall constitute a waiver of its assertion that the Protected Record(s) are exempt from disclosure under the Public Record Laws, and Citizens may either produce the Protect Record(s) or unilaterally submit the Protected Record(s) to the clerk of court for an in camera inspection and judicial determination to resolve the dispute.?Notwithstanding the provisions of this section, in accordance with Federal or State law, Citizens will comply with any court order or government agency directive to produce a Protected Record. SECTION 5standard terms and CONDITIONSCitizens intends that the following Standard terms and conditions will be incorporated into the Contract with the Awarded Vendor.? Since this is an Invitation to Negotiate, Citizens is willing to negotiate some of the following Standard terms and conditions with Vendors during the negotiation phase, so long as the proposed exceptions were timely submitted and comply with the provisions of this Solicitation and were done in accordance with Section 3, including Section 3.3.10.PUBLIC RECORDS: Vendor acknowledges that Citizens is subject to Chapter 119, Florida Statutes, Public Record Requests (“PRR”); therefore, any information provided to Citizens may fall within the disclosure requirements of Chapter 119, Florida Statutes.? Vendor must clearly label and mark each page or section of information provided to Citizens in connection with this Contract that it considers Trade Secret, or otherwise confidential or exempt from Chapter 119, and s. 24(a), Art. I., State Const. (“Vendor’s Confidential Information”).If Citizens receives a PRR or request from any regulatory or legislative entity regarding Vendor’s Confidential Information it shall promptly notify Vendor in writing, or electronically. The parties agree (to the extent permitted by law) that Citizens shall not produce Vendors’ Confidential Information unless authorized by Vendor, or by order of a Court of competent jurisdiction. In the event a legal proceeding is brought to compel the production of Vendor’s Confidential Information, the parties agree that Citizens is authorized to deliver Vendor’s Confidential Information to the Court or other legal tribunal for disposition. If Vendor continues to assert in good faith that Vendors’ Confidential Information is confidential or exempt from disclosure or production pursuant to Chapter 119, Florida Statutes, then Vendor shall be solely responsible for defending its position, or seeking a judicial declaration. Nothing in this Contract shall create an obligation or duty for Citizens to defend or justify Vendor’s position. Vendor also agrees to indemnify and hold harmless Citizens for any award, damages, fines, fees, penalties or impositions of whatsoever nature or kind and all costs and fees, including attorney’s fees, incurred by Citizens in connection with this section.If Vendor receives a PRR that is in any way related to this Contract, Vendor agrees to immediately notify Citizens’ Record Custodian and forward the PRR to Citizens’ Record Custodian for logging and processing. Citizens’ Records Custodian’s email address is: Recordsrequest@.? Citizens shall be the party responsible for coordinating the response and production to the PRR. Vendor is not authorized to unilaterally respond to a PRR without express written direction from Citizens.Vendor agrees to assist Citizens in responding to any PRR in a prompt and timely manner as required by Chapter 119, Florida Statutes.DATA EXPORT RESTRICTION: Except as stated herein, Vendor shall not permit Citizens’ data to be exported to or accessed from outside the geographic boundaries of the United States. When required to verify prior employment or education outside of the United States, Vendor may supply to non-U.S. entities applicant identification information limited to name, maiden name, and as applicable: institution attended, employer name, location of institution or employer, dates of attendance or employment, date of graduation, degree obtained, position(s) held and copy of transcript or degree. Vendor shall not permit Citizens’ data to be exported to or accessed from outside the geographic boundaries of the United States under any circumstances.JURISDICTION AND VENUE: This Contract shall be deemed to have been made in the State of Florida and shall be subject to, and governed by, the laws of the State of Florida, and no doctrine of choice of law shall be used to apply any law other than that of the State of Florida. Each party hereby irrevocably consents and submits to the exclusive jurisdiction of the State courts sitting in Tallahassee, Leon County, Florida, for all purposes under this Contract, and waives any defense to the assertion of such jurisdiction based on inconvenient forum or lack of personal jurisdiction. The parties also agree to waive any right to jury trial.NAME/LOGOS: Without the prior written consent of Citizens, Vendor (including Vendor’s authorized subcontractors, agents or assignees) shall not publish or use Citizens’ name, logo, or symbols from which Citizens’ name may be reasonably inferred or implied. This includes but is not limited to using Citizens’ name, logo or symbol in any research, solicitations, advertisements, promotions, or any other publicity matter relating directly or indirectly to this Contract. Additionally, without the prior written consent of Citizens, Vendor shall not disclose the existence of this Contract, and shall not use this Contract for marketing or business reference purposes.SECURITY AND CONFIDENTIALITY: Vendor agrees and acknowledges that certain information disclosed by Citizens to Vendor in the course of this Contract is confidential and exempt from Florida Public Record laws contained in Chapter 119, Florida Statutes, and may contain other proprietary or Trade Secret information. Both parties further agree that this information, together with any data and documentation, including all nonpublic personal information such as to be subject to the provisions of Section 627.351(6), Fla. Stat., and 15 U.S.C. §§6801 et seq., and further including, without limitation, all information, data, and documentation related to manuals, lists, policyholder information, operating and other systems or programs, business practices or procedures, insurance policies, claimants or claims, and business, governmental, and regulatory matters of Citizens are confidential (“Citizens’ Confidential Information”). Vendor shall not use, disclose, communicate, possess, transmit, copy or reproduce any of Citizens’ Confidential Information, and shall not permit any third parties or business entities to disclose, distribute or otherwise transmit Citizens’ Confidential Information, in whole or in part, in any manner. Vendor agrees to exercise a high level of care sufficient to protect Citizens’ Confidential Information, documents, files, system programs, or data in any form from unauthorized disclosure. The sale, disclosure, duplication, or unauthorized use of this information is grounds for immediate termination of the Contract as a Material Breach. This provision shall not apply to documentation, information or material that: (a) is publicly available through no fault of Vendor; or (b) Vendor developed independently without relying in any way on Citizens’ Confidential Information. This section shall survive the termination or expiration of the Contract, regardless of the reason for termination or expiration. To insure confidentiality, Vendor shall take appropriate steps as to its personnel, agents, and subcontractors. The warranties of this provision shall survive the Contract. 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 Vendor that Citizens deems necessary to verify any purchase order placed under the Contract. Invoices that must be returned to a Vendor due to preparation errors will result in a delay in payment. Within thirty (30) calendar days of actual receipt of the invoice, Citizens will either return the invoice to Vendor for correction, or approve it and process it for payment. GOVERNMENTAL RESTRICTIONS: If Vendor believes that any governmental restrictions have been imposed that require alteration of the material, quality, price, workmanship or performance of the products or services offered under the Contract, Vendor 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.CITIZENS’ CODE OF ETHICS AND CONFLICT OF INTEREST DISCLOSURE FORM: Vendor has read and agrees to comply with the applicable portions of Citizens’ Code of Ethics, as currently in effect and amended in the future, and execute a Conflict of Interest Disclosure Form as specified by Citizens. VENDOR’S RECORDS: Vendor shall retain Vendor’s Records for the longer of: (a) three (3) years after the expiration of the Contract or (b) the period required by the General Records Schedules maintained by Citizens’ Record Retention Policy. Citizens’ Record Retention Policy can be found at about/purchasing-policies.cfm. RIGHT TO AUDIT RECORDS: Citizens, and other government entities as required by law such as the State of Florida Auditor General, shall have the right to review and audit any of Vendor’s Records related to this Contract, upon reasonable written notice of at least three (3) business days. Vendor shall not unreasonably delay or inhibit Citizens’ right to audit as set forth in this section. Vendor agrees to reimburse Citizens for the reasonable costs of investigation incurred by Citizens for investigations of Vendor’s compliance with this Contract which results 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. Vendor 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. The Vendor acknowledges and agrees that Citizens will suffer irreparable harm and that monetary damages will not be adequate to compensate Citizens, in the event that the Vendor fails to comply with the terms of the Contract and specifically the provisions of this section. Accordingly, in addition to any other remedies available to it at law or in equity, Citizens shall be entitled to injunctive relief to enforce the provisions of this section and the PLIANCE WITH LAWS: Vendor will comply with all applicable laws, ordinances, rules, and regulations governing Vendor’s duties or responsibilities under this Contract. Vendor is responsible for assuring that all persons who perform services for Citizens under this Contract are properly licensed and are in compliance with all applicable laws governing their conduct. CONVICTED VENDOR LIST: Vendor warrants that neither it nor any affiliate is currently on the convicted Vendor list maintained pursuant to section 287.133 of the Florida Statutes, or on any similar list maintained by any other state or the federal government. Vendor shall immediately notify Citizens in writing if its ability to perform is compromised in any manner during the term of the Contract. SUSPENSION OF WORK: Citizens may, in its sole discretion, suspend any or all activities under the Contract or purchase order, at any time, when it is in the best interests of Citizens to do so. Citizens shall provide Vendor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, Vendor shall comply with the notice and shall not accept any purchase orders. Within ninety (90) calendar days, or any longer period agreed to by Vendor, Citizens shall either: (a) issue a notice authorizing resumption of work, at which time activity shall resume, or (b) validly terminate for Convenience the Contract or purchase order as specified in the Contract. Suspension of work shall not entitle Vendor to any additional compensation. TERMINATION WITHOUT CAUSE: By thirty (30) calendar days advance written notice, Citizens may terminate the Contract in whole or in part, at its sole discretion and without the need to specify a reason for termination. The actual date of termination of the Contract will be thirty (30) calendar days from the date of the written notice, or as otherwise specified in Citizens’ written notice (the “Termination Date”). After the Termination Date Vendor shall not furnish any new product or services, except as the Parties agree is necessary to complete the continued portion of the Contract. Vendor shall not be entitled to recover any cancellation charges or damages, including lost profits or reliance damages. TERMINATION FOR CAUSE: Either party may terminate the Contract in whole or in part if the other party fails to honor its material obligations. Except as otherwise provided herein, 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 (such time should not generally be less than ten (10) calendar days from receipt of the notice). If the other party does not correct its failure to perform within the time provided, and its failure is not legally excusable, the party claiming failure to perform may thereafter notify the other, in writing, that it considers the other in default and may terminate the Contract, in whole or in part. Vendor shall continue work on any work not terminated. DISPUTE RESOLUTION: Vendor acknowledges that Citizens in not an agency for purposes of the Florida Administrative Procedures Act, Chapter 120 of the Florida Statutes. Prior to commencing any litigation relating to the terms of the Contract the parties agree that they will attempt to resolve any dispute through non-binding?mediation. The parties agree that, if a disagreement arises as to the terms or enforcement of any provision of this Contract, each party shall in good faith attempt to resolve the disagreement and exhaust all applicable administrative remedies prior to the filing of a lawsuit or commencing a legal action. WARRANTY OF AUTHORITY: Each person signing the Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract.WARRANTY OF ABILITY TO PERFORM: Each party warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the party’s ability to satisfy its Contract obligations. WARRANTY OF TRUTHFULLNESS AND ACCURACY: Vendor represents and warrants that all statements made by or on behalf of vendor to Citizens during the solicitation process were truthful and accurate to the best of Vendor’s knowledge at the time the statement was made.ENTIRE AGREEMENT: This Contract and any and all exhibits, schedules and enclosures attached hereto, each of which is incorporated into this Contract by this reference, constitute and embody the entire agreement and understanding of the parties with respect to the subject matter hereof, supersede any prior or contemporaneous agreements or understandings with respect to the subject matter hereof. MODIFICATION OF TERMS: The Contract may only be modified or amended upon mutual written agreement of Citizens and Vendor. No oral agreements or representations shall be valid or binding upon Citizens or Vendor. No alteration or modification of the Contract terms, including substitution of product, shall be valid or binding against Citizens. Vendor may not unilaterally modify the terms of the Contract by affixing additional terms to product upon delivery (e.g., attachment or inclusion of standard preprinted forms, product literature, “shrink wrap” terms accompanying or affixed to a product, whether written or electronic) or by incorporating such terms onto Vendor’s order or fiscal forms or other documents forwarded by Vendor for payment. Citizens' acceptance of product or processing of documentation on forms furnished by Vendor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions.WAIVER: The delay or failure by a party to exercise or enforce any of its rights under this Contract shall not constitute or be deemed a waiver of the party’s right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.EXECUTION IN COUNTERPARTS: The Contract may be executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.SEVERABILITY: If a court deems any provision of the Contract void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect.HEADINGS: The sections and headings herein contained are for the purposes of identification only, and shall not be considered in construing this Contract.ASSIGNMENT/SUBCONTRACTING: Vendor may not assign or subcontract its rights or obligations without first obtaining the written permission of Citizens. SUCCESSORS AND ASSIGNS: This Contract shall inure to the benefits of, and be binding upon, the successors and assigns of the parties hereto, but only as permitted under this Contract. FORCE MAJEURE: A party (an “Affected Party”) shall not be responsible for delay resulting from its failure to perform, if neither the fault nor the negligence of the Affected Party or its employees or agents contributed to the delay, and the delay is due directly to acts of God, wars, acts of public enemies, fires, floods, or other similar cause wholly beyond the parties control. In case of any delay an Affected Party believes is excusable, the Affected Party shall notify the other in writing of the delay or potential delay and describe the cause of the delay either: (a) within two (2) calendar days after the cause that creates or will create the delay first arose, if the Affected Party could reasonably foresee that a delay could occur as a result, or (b) if delay is not reasonably foreseeable, within five (5) calendar days after the date the Affected Party first had reason to believe that a delay could result. THE FOREGOING SHALL CONSTITUTE AN AFFECTED PARTY’S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an extension of time, may be asserted against the Affected Party following the provision in this paragraph. If the Affected Party’s performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist, the Affected Party shall perform at no increased cost. If Citizens is the Affected Party, Vendor shall not be entitled to an increase in the Contract price or payment of any kind from Citizens for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If Vendor is the Affected Party, then Citizens may: (a) accept allocated performance or deliveries from Vendor, provided that Vendor grants preferential treatment to Citizens with respect to products subjected to allocation; or (b) purchase from other sources (without recourse to and by Vendor for the related costs and expenses) to replace all or part of the products that are the subject of the delay, which purchases may be deducted from the Contract quantity; or (c) terminate the Contract in whole or in part.VENDOR TRAVEL REIMBURSEMENT GUIDELINES: If (and to the extent) that the Contract provides for Citizens to reimburse Vendor’s expenses, Vendor has read and agrees to comply with Citizens’ Vendor Travel Reimbursement Guidelines. Citizens’ Vendor Travel Reimbursement Guidelines are included in this solicitation as Attachment I.INSPECTION AT VENDORS’ SITE: Citizens reserves the right to inspect Vendor’s site(s) or location(s), at any reasonable time with prior notice, to view Vendor’s equipment, products, plant, facilities, and records, to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance. INDEMNIFICATION: Vendor 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, members of the Board of Governors 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 Vendor, its agents, employees, partners, or subcontractors, provided, however, that Vendor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of Citizens. Further, Vendor shall fully indemnify, defend, and hold harmless Citizens, and its officers, members of the Board of Governors, agents, and employees 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 Vendor’s products or Citizens’ operation or use of Vendor’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 Vendor’s opinion, is likely to become the subject of such a suit, Vendor may at its sole expense procure for Citizens the right to continue using the product or to modify it to become non-infringing. If Vendor is not reasonably able to modify or otherwise secure Citizens the right to continue using the product, Vendor 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. Vendor’s obligations under the preceding two paragraphs of this section with respect to any legal action are contingent upon Citizens giving Vendor (a) written notice of any action or threatened action, (b) the opportunity to take over and settle or defend any such action at Vendor’s sole expense, and (c) assistance in defending the action at Vendor’s sole expense. Vendor shall not be liable for any cost, expense, or compromise incurred or made by Citizens in any legal action without Vendor’s prior written consent, which shall not be unreasonably withheld.INSURANCE: During the term of this Contract, Vendor will maintain at its sole expense the following insurance, purchased from an insurer licensed to transact business in the state of Florida: Workers’ Compensation with coverage for Vendor’s employees, regardless of the state of hire, in at least the minimum statutory limit required by the state of Florida, and Employers’ Liability with a limit of no less than $1,000,000. Commercial General Liability with minimum limits of $1,000,000 per occurrence (to include contractual liability on a blanket basis for liability assumed hereunder) and $2,000,000 in the aggregate. A Certificate of Insurance satisfactory to Citizens and evidencing the above coverages must be presented to Citizens before Awarded Vendor begins Services for this Contract. The Awarded Vendor agrees that it will maintain insurance to cover any indemnity obligation that it has assumed under this Contract. All policies of insurance referenced above and herein will be primary. The Commercial General Liability policy will include Citizens as an additional insured and a provision or provisions wherein the insurer waives its’ respective rights of recovery or subrogation against Citizens. Citizens shall be exempt from, and in no way liable for, any sum of money that may represent a deductible in any of the aforementioned insurance policies. The payment of such deductible shall be the sole responsibility of the Vendor.INSTALLATION: Where installation is required, Vendor 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. Vendor’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. Vendor shall protect the site from damage and shall repair damages or injury caused during installation by Vendor or its employees or agents. If any alteration, dismantling, excavation, etc., is required to achieve installation, Vendor shall promptly restore the structure or site to its original condition. Vendor 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. SECTION 6OPTIONAL SOFTWARE OR TECHOLOGY CONTRACTUAL TERMS AND CONDITIONSThe following Software or Technology Contractual Terms and Conditions may be incorporated into the Contract with the Awarded Vendor.? These provisions are referenced here to alert all Vendors that one (1) or more may be required to be incorporated into a Contract with the Awarded Vendor.? Since this is an Invitation to Negotiate, Citizens is willing to negotiate these Software or Technology Contractual Terms and Conditions with Vendors during the negotiation phase.? Vendors do not need to submit proposed exceptions to these Software or Technology Contractual Terms and Conditions in accordance with Section 3.3.10. Services and Vendor Personnel: Vendor shall provide installation, implementation, training, and maintenance services (the “Services”), if any, as set forth in the Software Information Schedule. Vendor shall be responsible for the performance of the Services by its personnel, be they employees or subcontractors. Vendor personnel shall be adequately trained and qualified to perform the Services. Vendor and its personnel, whenever on Citizens’ premises or accessing Citizens systems, will comply with all Citizens standard policies and procedures and all reasonable instructions and directives issued by Citizens regarding security, conduct and appearance, including executing systems security access forms and acknowledgements. Vendor acknowledges that the information contained in Citizens’ systems is Citizens’ Confidential Information and shall be treated as such under the confidentiality provisions of this Contract.Minimum Requirements for Operating Environment: Vendor will identify in the Software Information Schedule(s) the minimum hardware and environment configuration necessary for Citizens’ use of the Software, including any incompatibilities as of the Effective Date (“Operating Environment”). If no Operating Environment is specified in the Software Information Schedule, Citizens’ existing hardware, software and environment configuration will be deemed to be the Operating Environment for the Software. Vendor is responsible for providing the Operating Environment unless otherwise set forth in the Software Information Schedule(s).SOFTWARE AND MAINTENANCE ACCEPTANCE TESTS: Citizens, with all necessary cooperation and assistance from Vendor, will perform acceptance tests (the "Acceptance Tests") to determine whether or not the initial and subsequently delivered Software and or Deliverables as implemented in Citizens’ Operating Environment, (i) performs in accordance with the Documentation and as described in this Contract, (ii) can be used effectively in Citizens’ operating business environment, (iii) is capable of running on a variety of data without failure, and (iv) meets the other performance specifications, if any, set forth in the Software Information Schedule. The Parties will diligently endeavor to complete the Acceptance Tests in a timely manner. Citizens shall be deemed to have accepted the Software (“Acceptance”) upon the earlier of (i) date of delivery to Vendor of an acceptance notice to that effect, or (ii) the expiration of the “Acceptance Period” (if any) so identified in the Software Information Schedule if a Failure Notice has not been delivered, or in the case of a Failure Notice, within fifteen (15) calendar days after delivery of the corrected Software.Failure to Successfully Complete Acceptance Tests: If Citizens determines that the Software has not successfully completed the Acceptance Tests, Citizens will promptly notify Vendor in writing of such determination (the "Failure Notice") and will describe in reasonable detail, its reasons for such determination. Vendor shall make such necessary corrections and modifications to the Software as will cause the Software to successfully complete the Acceptance Tests not later than ten (10) calendar days from the date of the most recent Failure Notice. Vendor will notify Citizens in writing when it has done so (the "Correction Notice"). Promptly after receipt of the Correction Notice, Citizens, with all necessary cooperation and assistance from Vendor, will retest the Software using the Acceptance Tests and such other tests (the "Additional Acceptance Tests") as Citizens determines. If Citizens determines the Software fails again to successfully complete the Acceptance Tests, or fails to successfully complete the Additional Acceptance Tests, Citizens will promptly provide Vendor with a Failure Notice, and will either (a) terminate this Contract without providing Vendor with an opportunity to cure by including language to such effect and specifying a date following the date of receipt of the notice to be the termination date; or (b) request Vendor to make such necessary corrections and modifications to the Software as will cause the Software to successfully complete the Acceptance Tests not later than ten (10) calendar days from the date of the most recent Failure Notice. Each Party shall bear its own costs in connection with the successive Acceptance Tests and Additional Acceptance Tests. If Citizens terminates this Contract, Citizens shall have the right, as its exclusive remedy for the failure of the Software to pass the Acceptance Tests or the Additional Acceptance Tests, to receive prompt reimbursement of all fees paid to Vendor with respect to the Software being tested. Encryption of Mobile Devices: Vendor shall prohibit the removal of portable computing and storage devices such as laptops, Blackberries, diskettes, cell phones, USB flash drives, CDs, and portable disk drives (collectively referred to as "Mobile Devices") that contain Citizens Confidential Information from Vendor’s secure offices unless this Confidential Information is encrypted using a strong cryptographic protocol that is consistent with industry standards. In addition, files containing Citizens Confidential Information are not to be remotely downloaded on Mobile Devices or on publicly accessible systems such as Internet kiosks.NO VIRUSES OR DISABLING CODE: The Software is delivered without any virus, Trojan horse, worm, disabling device, automatic restraint, "time-bomb", or remote control mechanism that might, or might be utilized to, impede the Software's operation, damage Citizens’ Operating Environment, or compromise the integrity of any of Citizens’ files or data, and Vendor’s Services will not result in the introduction of any such virus, Trojan horse, worm, disability device, automatic restraint, time-bomb, or remote control mechanism. Notwithstanding anything contained in this Contract, Vendor expressly waives and disclaims any right or remedy it may have to de-install, disable, or repossess any Software or any portion thereof without due process of law. Safeguarding of Citizens Materials and Property: Vendor shall establish and maintain reasonable safeguards against the destruction, loss, alteration or unauthorized use of Citizens property in the possession or control of Vendor and that in any event are no less rigorous than those used by Vendor to safeguard its own materials and property. Citizens shall have the right to establish backup security for data and to keep backup data and data files in its possession if it chooses. Without limiting the generality of the foregoing, Vendor personnel shall not attempt to access, or allow access to, any Citizens property, information, data, files or programs to which they are not entitled under this Contract. If such access is attained, Vendor shall immediately report such incident to Citizens, describe in detail any accessed materials and return to Citizens any copied or removed materials. Vendor’s Ownership of Software: Except for the rights granted to Citizens under this Contract, Vendor retains all right, title and interest (including copyright) in the Software. Citizens shall not disassemble, reverse compile, reverse engineer or otherwise translate, reproduce, modify, enhance, sell or sublicense the Software licensed hereunder except as may be allowed under applicable law and not prohibited hereunder; provided, however, that Citizens shall have the rights to the Source Code set forth below.INFRINGEMENT: If the Software, or any part thereof, becomes, or in Vendor's reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, Vendor shall at Vendor's cost defend against such claim or proceeding and, in the following order of priority and in addition to indemnifying Citizens as provided in this Contract and in addition to the other rights Citizens may have, promptly (which, in the event Citizens’ use of the Software, or any part thereof, is enjoined or interfered with in any manner, shall not exceed thirty (30) calendar days following such enjoinment or interference) at Vendor's expense (a) obtain a license for Citizens to continue to use the Software; (b) modify the Software to avoid the infringement but in a manner that still permits the Software to perform as promised under this Contract; or (c) replace the Software with a compatible, functionally equivalent, and non-infringing product. Vendor shall accomplish the remedies under subsections (a), (b) and (c) in a manner that minimizes the disruption to Citizens’ business operations. If Vendor is not able to accomplish the remedies under subsections (a), (b) or (c) within a commercially reasonable time frame (which, in the event Citizens’ use of the Software, or any part thereof, is enjoined or interfered with in any manner, shall not exceed thirty (30) calendar days following such enjoinment or interference), upon return of the Software by Citizens, Vendor shall reimburse Citizens for all costs and expenses (including any license fees, support and maintenance fees, installation and/or implementation expenses, and any consultant fees or expenses) of obtaining a functionally equivalent system, software and/or equipment from Vendor or any third party, in Citizens’ discretion.Warranty, Title, and Indemnification: Vendor represents and warrants that: (1) the Software constitutes all the applications or systems software required by Citizens to operate the Software; (2) the Software, as delivered, installed and maintained, shall operate on or with the Citizens’ hardware; (3) the Software, as delivered to the Citizens hereunder shall meet the functional requirements, detail descriptions and specifications set forth herein and/or in the Exhibits to this Contract; and (4) the Software and the media in which the Software is delivered shall be free of any defect, or any virus or other program routine designed to erase or otherwise harm Citizens’ hardware, data, or other programs. Vendor further represents and warrants that the Software shall be accompanied by user materials sufficient to explain the operation thereof. Vendor further represents and warrants that Maintenance and Support Services shall be provided in a workmanlike and professional manner by competent personnel.In the event that Citizens reports a defect or malfunction that materially and adversely affects Citizens’ use of the Software, Vendor shall use its best efforts to respond to such report and thereafter to provide continuous technical assistance to diagnose and correct the defect or malfunction. In the event Vendor is unable after reasonable efforts and opportunity to correct a documented material defect or malfunction, then Citizens may elect to return the Software for a full return of all amounts paid to Vendor and to any third party in connection with the acquisition of the Software.Vendor warrants, for Citizens’ benefit alone, that Vendor owns the Software, including all associated intellectual property rights, or otherwise has the right to grant the Citizens the right and license provided in this Contract, and that the Software does not infringe any valid patents, copyrights, trademarks, or other proprietary rights of third parties.Vendor shall defend, indemnify, and hold harmless Citizens, its officers, agents, employees, and authorized contractors from and against any claim, loss, damage, or expense (including court costs and attorney’s fees) arising out of, or relating to, Citizens’ use of the Software in accordance with the terms of this agreement, including but not limited to claims that the Software infringes on the rights of any third party. Citizens agrees to notify the Vendor at such time as it is apprised of any third party claim and agrees to cooperate in good faith with Vendor, at Vendor's cost, with respect to the defense and disposition of such claim.ASSIGNMENT BY CITIZENS: Citizens reserves the right to assign this Contract to a successor to all or substantially all of Citizens’ business pertaining to the subject of this Contract, provided that (1) the successor agrees to be bound by the terms of this Contract, (2) Citizens immediately ceases all further use of the Software and exercise of the license granted hereunder in the event of such an assignment, and (3) the successor's business is operated as a continuation of Citizens’ business under circumstances in which the Software is devoted to the same purposes and functions.END OF DOCUMENT ................
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