REQUEST FOR PROPOSALS NO FOR GENERAL CORPORATE LEGAL SERVICES

Transcription

1 REQUEST FOR PROPOSALS NO FOR GENERAL CORPORATE LEGAL SERVICES August 12, 2016 Refer ALL Inquiries to: Gregory Bickford, Procurement Officer Purchasing Department Citizens Property Insurance Corporation 2101 Maryland Circle Tallahassee, Florida Phone (850) FAILURE TO FILE A PROTEST WITHIN THE TIME PRESCRIBED IN SECTION (6)(e), FLORIDA STATUTES, CONSTITUTES A WAIVER OF PROCEEDINGS.

2 TABLE OF CONTENTS SECTION 1 INTRODUCTION 1.1 Overview 1.2 Citizens Background 1.3 Diversity 1.4 Taxes 1.5 Contract Term 1.6 No Contact or Lobbying 1.7 Calendar of Events 1.8 Public Meeting SECTION 2 SCOPE OF SERVICES 2.1 Practice Areas 2.2 Definitions 2.3 Minimum Qualifications SECTION 3 RESPONSE INSTRUCTIONS & EVALUATION CRITERIA 3.1 Questions 3.2 Changes to RFP 3.3 Public Records 3.4 Response Due Date and Submission 3.5 Response Format 3.6 Response Contents 3.7 Evaluation Process 3.8 Execution of Contract 3.9 Assignments of Work SECTION 4 GENERAL CONDITIONS 4.1 Protests 4.2 Costs of Preparing Responses 4.3 Use of Responses 4.4 Electronic Posting 4.5 Withdrawal of a Response 4.6 Minor Irregularities 4.7 No Misrepresentation 4.8 No Conflicts of Interest 4.9 Acceptance of Terms 4.10 Subsequent Awards 4.11 Entire Solicitation ATTACHMENTS: The below list of forms and documents pertain to this competitive solicitation. It is the Firm s responsibility to review and submit all requested forms and information with their Response. Attachment A Legal Services Agreement Attachment B Responsible Vendor Review Form Attachment C Vendor Conflict of Interest Disclosure Form Attachment D Price Sheet Attachment E Vendor Diversity Declaration Form Attachment F Key Attorney Qualifications and Practice Area Expertise Attachment G Firm Background Questionnaire RFP , General Corporate Legal Services Page 2 of 16

3 INITIAL RESPONSIVENESS CHECKLIST The following checklist identifies the mandatory documents that must be included in a Response. Failure to complete and provide any of these mandatory documents shall result in disqualification of the Firm (as non-responsive). MANDATORY SUBMISSION REQUIREMENTS SECTION(S) Timely Response: Response submitted according to the due date, time and location provided in Section 1.7, Calendar of Events One (1) electronic version of the Response in the form of a compact disk (CD); A. One (1) printed hardcopy of the original CD Response 3.5. A. Attachment B, Responsible Vendor Review Form Attachment C, Vendor Conflict of Interest Disclosure Form 3.6, Folder 1 Attachment D, Price Sheet 3.6, Folder 2 Attachment F, Key Attorney Qualifications and Practice Area Expertise (a separate form is required for each Practice Area for which the Firm seeks consideration). 3.6, Folder 3 Attachment G, Firm Background Questionnaire ADDITIONAL SUBMISSION DOCUMENTS Provided below is a checklist of non-mandatory documents that also relate to this solicitation. DOCUMENT SECTION(S) One redacted copy of Response on CD (if applicable) 3.5. B. Attachment E, Vendor Diversity Declaration Form (if applicable) 3.6, Folder 1 RFP , General Corporate Legal Services Page 3 of 16

4 SECTION 1 INTRODUCTION 1.1 OVERVIEW: This RFP is issued by Citizens Property Insurance Corporation (Citizens) to engage multiple law firms (Firms) to provide legal services (Services) in the following practice areas (Practice Areas): - Bankruptcy - Civil Litigation - Class Action Defense - Contract Law - Construction Law / Warranties - Data Privacy - Employment - Employment Benefits - Ethics - General Financial - General Insurance (Company) - General Insurance (Agent/Agency) - Governmental Purchasing - Intellectual Property Law - Leasing of Real Estate by Gov t Entity - Legal Fees and Billing - Public Records/Sunshine - Reinsurance - Securities Litigation - Tax Firms may offer to provide Services in any one, any combination, or all Practice Areas. Each Practice Area will be evaluated and scored separately. A Firm s score in one Practice Area will not affect its score in any other Practice Area. No additional points will be awarded for submitting proposals for more than one Practice Area. Citizens intent is to select a limited number of law firms to create a limited-size panel of highly qualified counsel to meet its legal needs in each Practice Area. The selected Firms will be required to sign the Legal Services Agreement (Contract) attached as Attachment A. The Contract incorporates Citizens Outside Counsel Guidelines for Non-Claims Matters. Firms must review these documents carefully before responding to this RFP. The Contract will have an initial term of three (3) years and may be renewed for one additional three (3) year period. In soliciting firms for each Practice Area, Citizens is seeking counsel who have the necessary skills and expertise to represent Citizens in a wide range of legal matters with varying complexity. Therefore, for each Practice Area for which Firm is responding, Firm must identify a partner in the Firm who will best serve those needs. That partner will be identified as the Practice Area Principal and will be expected to personally lead the representation of Citizens in all matters assigned to Firm within the applicable Practice Area. While other members of Firm may be involved in handling the assignment, the direction and principal responsibility for the assignment is expected to be handled by the Practice Area Principal. Citizens will make assignments to the selected Firms at its discretion based on considerations in effect at the time of assignment. Citizens cannot guarantee how many assignments, if any, will be made to a particular Firm. Firms currently handling specific legal assignments for Citizens in the Practice Areas described above will continue to provide services for those specific assignments. This RFP is for future assignments only. Firms currently under contract with Citizens in the above Practice Areas must submit a Response to this RFP to be considered for future assignments in those Practice Areas. This RFP applies only to assignments within the Practice Areas described above. Firms providing legal services on behalf of Citizens in other service categories (e.g., claims litigation services pursuant to RFP , or Inspector General legal services pursuant to RFP ) are not affected by this RFP. RFP , General Corporate Legal Services Page 4 of 16

5 1.2 CITIZENS BACKGROUND: In 2002, the Florida Legislature created Citizens, a not-for-profit government entity, whose public purpose is to provide property insurance to applicants who are not able to purchase coverage in the private insurance market. Citizens is governed by Section (6), Florida Statutes, and operates pursuant to a Plan of Operation that is approved by the Financial Services Commission of the State of Florida. Citizens operations are supervised by a Board of Governors 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: DIVERSITY: Florida is a state rich in its diversity and is dedicated to fostering the continued development and economic growth of small, minority, women and service-disabled veteran owned business enterprises in the State of Florida. To this end, it is vital that such businesses participate in Citizens procurement process as both prime contractors and subcontractors. Small, minority, women and service-disabled veteran owned businesses are strongly encouraged to submit Responses to this solicitation. 1.4 TAXES: Citizens is a 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 Firm or for any taxes levied on employee wages. 1.5 CONTRACT TERM: Contracts resulting from this RFP are expected to commence by February 2, The Contract term is anticipated to be three (3) years, and, at Citizens discretion, may be renewed for an additional three years. All terms, conditions and pricing will remain fixed for the term of the Contract unless otherwise specified in the RFP. 1.6 NO CONTACT OR LOBBYING: Respondents to this RFP or persons acting on their behalf may not contact, between the release of the RFP and the end of the 72-hour period following Citizens posting the notice of intended award, excluding Saturdays, Sundays, and state holidays, any employee or officer of the executive or legislative branch concerning any aspect of this RFP, except in writing to the Procurement Officer or as provided in the RFP documents. Violation of this provision may be grounds for rejecting a Response. The foregoing prohibition against contact includes contacting any Citizens employee (other than the Procurement Officer), members of the Board of Governors, or any third party acting on Citizens behalf with regard to the RFP. RFP , General Corporate Legal Services Page 5 of 16

6 1.7 CALENDAR OF EVENTS: Listed below are important events and dates relevant to this RFP. These events and dates are subject to change at Citizens sole discretion. It is a Firm s responsibility to comply with these timeframes and to monitor Citizens website for any changes. CALENDAR OF EVENTS DATE: TIME: ACTIONS: 08/12/2016 RFP Released 08/23/2016 5:00 PM ET Questions Due 08/29/2016 Answers Posted 09/19/2016 2:00 PM ET Responses Due 09/26/ /04/ /08/2016 2:00 PM ET Evaluation of Responses Anticipated Date for Evaluation Committee Public Meeting to determine the Firm(s) to Recommend for Award 1.8 PUBLIC MEETING: Citizens will hold a telephonic public meeting to determine which Firm(s) the Evaluation Committee will recommend for award. The meeting will be held using the conference call number below at the date and time specified in Section 1.7, Calendar of Events. Telephone Number: Access Code: Firms may, but are not required to, attend. Any person requiring an accommodation because of a disability should contact the Procurement Officer listed on page one (1) of the RFP at least five (5) business hours prior to the public meeting. Discussion between the Evaluation Committee and the subject matter experts is permitted. However, in keeping with a competitive solicitation process, no discussion concerning the Responses may occur between any of the Evaluation Committee members and any Firm during this public meeting. RFP , General Corporate Legal Services Page 6 of 16

7 SECTION 2 SCOPE OF SERVICES 2.1 PRACTICE AREAS: The Practice Areas for this RFP are generally described as follows: - Bankruptcy relating to legal proceedings involving a person or business that is unable to repay outstanding debts per the Federal Bankruptcy Act. - Civil Litigation relating to legal disputes between two or more parties that seek money damages for specific performance rather than criminal sanctions. This does not include litigation by claimants under insurance policies issued by Citizens (those litigation services were awarded by Citizens under an earlier solicitation process). - Class Action Defense relating to defense of Citizens in class action lawsuits in which Citizens is a defendant. - Contract Law relating to an agreement between two or more parties that creates in each party a duty to do or not do something and a right to performance of the other s duty or a remedy for the breach of the other s duty. - Construction Law / Warranties relating to building construction, engineering, and relating fields, including interpretation and enforcement of warranties relating thereto. - Data Privacy relating to the protection of private and confidential information. - Employment relating to Federal and State Court employment litigation regarding harassment, discrimination, ADA (Americans with Disabilities Act), FMLA (Family and Medical Leave Act), Whistleblower, and FSLA (Fair Labor Standards Act); before the EEOC (Equal Employment Opportunity Commission) and FCHR (Florida Commission on Human Relations) involving complaints of harassment, discrimination (race, color, sex, religion, national origin, age and retaliation), disability (ADA) and marital status; before DOAH (Division of Administrative Hearings) in Petition for Relief Hearings; Management and Human Resources Staff Training and Education; and other related legal advice. - Employment Benefits relating to the laws and regulations pertaining to employment benefits plans, such as but not limited to pertinent tax law and the Employee Retirement Income Security Act of 1974 ( ERISA ). Citizens currently sponsors a 401(a) defined contribution plan and a 457(b) deferred compensation plan for its employees. - Ethics relating to Chapter 112 F.S., the Florida Commission of Ethics, and Citizens Code of Ethics. - General Financial relating to corporate financial operations, including financial accounting, investments, auditing and financial controls. - General Insurance (Company) relating to laws and regulations governing insurance company rates, forms, and underwriting practices and procedures, and specific laws and issues related to Citizens depopulation. - General Insurance (Agent/Agency) relating to laws and regulations governing Citizens and its appointed agents and agencies. Contractual issues with these agents and agencies will also apply. - Governmental Purchasing relating to laws and regulations governing the process by which a state agency or government entity procures a product or service for its own use. - Intellectual Property Law relating to laws and regulations governing creations of the mind, literary and artistic works, and symbols, names, images, and designs used in commerce. - Leasing of Real Estate by Gov t Entity relating to Chapter 255 F.S. for leasing or purchase of buildings by a state agency or government entity. Citizens is not seeking counsel relating to private sector real estate transactions more generally. RFP , General Corporate Legal Services Page 7 of 16

8 - Legal Fees and Billing relating to the review of invoices received by Citizens from third party law firms hired by Citizens to defend property insurance claims, including but not limited to: (i) determining whether the billed services were performed in accordance with Citizens agreement with the third party firms; (ii) determining whether the amount of time billed was reasonable and appropriate; and (iii) if requested by Citizens, providing expert testimony on such matters - Public Records/Sunshine relating to the State of Florida laws requiring certain government records be open for personal inspection and copying by any person (Chapter 119, F.S.), and that certain government meetings be open to the public (Chapter 286, F.S.). - Reinsurance relating to reinsurance treaties, reinsurance payment disputes, and related arbitration. - Securities Litigation relating to the representation of public companies or government entities and their officers and directors in securities matters. Firm is expected to have experience in complicated securities matters involving multiple regulators in multiple forums. This does not include the processes and decisions leading up to the issuance of securities; such services were solicited pursuant to Citizens RFP for Bond Counsel and Disclosure Counsel Services. - Tax relating to the body of laws governing state and federal taxation. 2.2 DEFINITIONS: Associate means an attorney that does not have a shareholder-type interest in the Firm. Board Certification means certification by the Florida Bar in the designated area of practice. Contract means the agreement between Citizens and a Firm resulting from this RFP. The Contract will be in the form set forth on Attachment A, Legal Services Agreement. Firm means an entity that responds to this RFP. Paralegal means a person with legal skills, who is not an attorney, and who works under the supervision of an attorney in performing various tasks relating to the practice of law. Partner means an attorney that has a shareholder-type interest in the Firm; typically associated with a greater level of experience than an Associate attorney. Practice Area Principal means the Partner expected to be primarily responsible for performing the Services to Citizens in a particular Practice Area. Response means all materials submitted by the Firm pursuant to the RFP instructions. Services means the legal services as more fully described herein and in the Contract. 2.3 MINIMUM QUALIFICATIONS: The minimum qualifications for this RFP are described below. Firms must satisfy the minimum qualifications in order to be eligible for an award of a Contract under this RFP, subject to Section 4.6: Through Attachment B, Responsible Vendor Review Form, Firm must submit information to assist Citizens in determining whether Firm is a Responsible Vendor as required by Section , Florida Statutes. A Responsible Vendor is a vendor who has the capability in all respects to fully perform the Contract requirements, and the integrity and reliability that will assure good faith performance under an awarded Contract. Firm must be deemed a Responsible Vendor by Citizens Vendor Management Office using the information contained on Attachment B and other available information. RFP , General Corporate Legal Services Page 8 of 16

9 Through Attachment C, Vendor Conflict of Interest Disclosure Form, Firm must submit information to assist Citizens in determining whether contracting with Firm presents a significant potential or actual organizational conflict of interest, and whether the parties are able to satisfactorily avoid, neutralize, or mitigate such potential or actual conflict of interest. Firm must receive a PASS determination from Citizens regarding potential or actual conflicts of interest as described in Attachment C. RFP , General Corporate Legal Services Page 9 of 16

10 SECTION 3 RESPONSE INSTRUCTIONS & EVALUATION CRITERIA 3.1 QUESTIONS: There is an open question period beginning upon release of the RFP and ending on the date and time specified in Section 1.7, Calendar of Events. Firms may submit questions in writing to the Procurement Officer identified on page 1 of this RFP. Citizens will post answers to the questions on Citizens website in accordance with the Calendar of Events so all questions and answers are made available at the same time to all Firms. Questions submitted will not constitute a protest to the RFP terms. Answers will constitute an amendment to the RFP only to the extent a substantive change is made. FIRMS ARE ADVISED TO RAISE ANY QUESTIONS THEY HAVE REGARDING THE REQUIREMENTS OF THIS RFP, INCLUDING THE TERMS AND CONDITIONS, DURING THE OPEN QUESTION PERIOD. SUBMITTING A QUESTION, HOWEVER, DOES NOT SERVE AS A NOTICE OF INTENT TO PROTEST. For ease of reference and clarity, Firms are requested, but not required, to submit questions in the following format: RFP Section Page # Question 3.2 CHANGES TO RFP: If any changes are made to this RFP, such changes will be formally noted through an amendment or addendum posted on Citizens website. It is the Firms obligation to monitor Citizens website to review amendments or addendums. 3.3 PUBLIC RECORDS: By participating in this RFP process and submitting a Response, Firm acknowledges the requirements of the Florida Public Record laws found in Chapter 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 Responses and written communications regarding this RFP become public records upon receipt by Citizens and therefore are subject to public disclosure. [Note: Responses are temporarily exempt from disclosure during the procurement process as provided in Section (1)(b), Florida Statutes.] If Firm asserts that any portion of its Response or written communication are confidential or exempt from disclosure under the Public Record Laws (a Protected Record ), then Firm MUST comply with the following process: 1. Clearly identify each portion of its Protected Record(s) that it believes is statutorily protected from disclosure; 2. Submit a separate electronic copy of the Response or written communication with only protected portions redacted; and 3. Submit a separate redaction log that provides a legal justification (e.g., Trade Secret Protection) for each redaction. If Firm does not identify its Protected Record(s) as specified herein, Citizens may produce Firm s non-redacted copy in response to a public records request. If Firm has submitted a separate electronic copy of the Response or written communication with only protected portions redacted as specified herein, Citizens will produce the redacted copy provided by Firm in response to the public record request. In the event a third party is requesting a copy of the redacted portion of Firm s Response and Firm continues to assert in good faith that redacted portions are confidential or exempt from disclosure under the Public Records Laws, then RFP , General Corporate Legal Services Page 10 of 16

11 Firm shall be solely responsible for defending its position or seeking a judicial declaration. Notwithstanding the provisions of this section, in accordance with Federal or State law, Citizens will comply with any court order or government agency mandate to produce a Protected Record. 3.4 RESPONSE DUE DATE AND SUBMISSION: Responses must be received by the Procurement Officer identified on page 1 on or before the date and time specified in Section 1.7, Calendar of Events. Firms should clearly identify the name of this RFP on the front of its Response as follows: RFP No.: , General Corporate Legal Services 3.5 RESPONSE FORMAT: This section prescribes the format in which Responses are to be submitted. Any information deemed appropriate by Firm may be included, but is required to be placed within the pertinent sections. Mandatory requirements or documents are identified in the referenced sections of this RFP by the specific term shall submit in bold type. Failure to provide or satisfy any of the mandatory documents or requirements will result in disqualification of the Firm as non-responsive, subject to Section 4.6 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 Firm s responsibility to provide complete answers and/or descriptions to all areas which Citizens has requested information. Do not assume Citizens will know what a company s capabilities are or what items/services it can provide, even if the company has previously contracted with Citizens. Responses are evaluated solely on the information and materials provided in the Response. Links to outside materials or external website links are discouraged, and Evaluators are under no obligation to review such materials for the scoring of Responses. A. Original CD Response: Firm shall submit with their Response one (1) CD original of their entire Response. B. Additional Hardcopy Response: Firm shall submit one (1) printed hardcopy of the original CD Response. The hardcopy Response and original CD Response will be used for review and evaluation purposes and should be identical in form and content. C. Redacted Copy of Response: In addition to the CD required in Section A. above, Firm should submit an additional CD with their Response containing a full Redacted electronic version of their Response in accordance with Section 3.3, above. This CD should be labeled Redacted Response and be void of any information Firm deems exempt from Florida s Public Records Laws. Along with the redacted reply, submit a redaction log providing a legal justification for each redaction (e.g. Trade Secret Protection). 3.6 RESPONSE CONTENTS: The purpose of the Firm s Response is to demonstrate its qualifications, competence and capacity to provide services in conformity with the requirements of this RFP. The CD should have separate folders for each Response Folder. Folders should be plainly titled Folder 1, Folder 2, etc., as shown below. Folder 1 Folder 2 Folder 3 RFP , General Corporate Legal Services Page 11 of 16

12 Attachments should be plainly titled Attachment A, Attachment B, Attachment C, etc., as shown below. Folder 1 Attachment B.pdf Attachment C.pdf Unless otherwise requested, all Attachments should be submitted in PDF format and plainly titled with file names not exceeding 12 characters in length. Each Folder should contain the documents as requested below. Folder 1 Folder 2 Folder 3 Forms and Documents: Firm shall submit in this section the following completed attachments and documents: 1. Attachment B, Responsible Vendor Review Form 2. Attachment C, Vendor Conflict of Interest Disclosure Form Firm should submit in this section the following completed attachment: 3. Attachment E, Vendor Diversity Declaration Form (if applicable) Pricing: Firm shall submit in this section a completed copy of Attachment D, Price Sheet. The Price Sheet will identify the names of the key attorney(s) proposed for each Practice Area and their proposed hourly rate. Please note that according to Section 2.i of Attachment A, Legal Services Agreement, Firm agrees that the hourly rates billed to Citizens shall not exceed the rates charged to other Florida government entities for comparable services. Qualifications, Expertise and Experience: Firm shall submit in this section the following completed attachments and documents: 1. Attachment G, Firm Background Questionnaire. 2. Attachment F, Key Attorney Qualifications and Practice Area Expertise. A separate Attachment F is required for each proposed Practice Area. Thus, if a Firm is seeking to provide Employment and Ethics legal services, then that Firm must (i) complete and submit Attachment F after selecting Employment from the drop-down menu in Attachment F, and (ii) complete and submit a second Attachment F after selecting Ethics from the drop-down menu in Attachment F. Please note that Firm is not eligible to propose Services in a Practice Area unless the proposed Practice Area Principal has at least five (5) years of experience practicing in that proposed Practice Area. 3.7 EVALUATION PROCESS: Citizens will review all Responses to determine compliance with minimum requirements. Responses that comply with mandatory requirements will be forwarded to the Evaluation Committee members for individual and independent review using the allocation of points indicated below. At any time before awarding a Contract, Citizens reserves the right to seek clarifications deemed necessary for proper evaluation of Responses. For the purpose of evaluation, scoring and ranking, review categories have been divided into multiple sections. The following reflects the maximum number of points that may be awarded by category for each Practice Area: RFP , General Corporate Legal Services Page 12 of 16

13 FOLDER NO EVALUATION CRITERIA Firm Background Questionnaire (scored universally for each Firm across Practice Areas) Key Attorney Qualifications and Practice Area Expertise (scored for each Practice Area) Practice Area Pricing (scored for each Practice area) Total Points: POINTS Points 1. Scoring of Firm Qualifications. The information provided in Folder 3 will be evaluated and scored separately by each member of the Evaluation Committee. 2. Scoring of Key Attorney Qualifications and Practice Area Expertise. The information provided in Attachment F will be evaluated and scored separately by each member of the Evaluation Committee for each Practice Area proposed by Firm. The scores may reflect each Evaluation Committee member s assessment of whether the proposed attorney s qualifications, expertise and experience is appropriate for a typical engagement by Citizens. Not all engagements by Citizens will require the same level of skill. 3. Scoring of Pricing. Practice Area Pricing points are calculated for each Practice Area proposed by the Firm and are based solely on the price for Practice Area Principal or Practice Area Principal and Additional Partner(s). The pricing scores for each Practice Area provided in Attachment D will be as follows: If no Additional Partners are proposed or the Hourly Rate for Additional Partner is left blank, points will be awarded based on the Practice Area Principal's Hourly Rate. If Additional Partners are proposed, points will be based on a Blended Partner Rate calculated as follows: (.6 x Practice Area Principal Rate) + (.4 x Average Additional Partner Rate). In either instance this rate will be referred to as the Scored Rate. This Scored Rate will then be compared to other Firms' Scored Rates for that Practice Area. The Firm with the Lowest Scored Rate (LSR) for the Practice Area will be awarded 20 points. Other Firms will be scored using the following formula: LSR divided by the other Firm s Scored Rate (FSR), times 20. Formula: (LSR / FSR) x 20 = Pricing Score for the Practice Area 4. Evaluation Committee Rankings. The scores of the individual evaluators will be averaged and then combined with the corresponding Practice Area Pricing Score to establish an initial ranking of Responses for each Practice Area. In a public meeting, the Evaluation Committee will review the scores and rankings in order to determine which Firms will be recommended for an award of Contract in each Practice Area. Evaluators may change their initial scores based on their discussions with other Evaluation Committee members in the public meeting. A Contract will be awarded to the responsible and responsive Firm(s) whose Response(s) are determined in writing to be the most advantageous to Citizens, taking into consideration the price and other criteria set forth in this RFP and the final ranking by Evaluators. At any time before awarding a Contract, Citizens reserves the right to seek clarifications as deemed necessary for proper evaluation of Responses. RFP , General Corporate Legal Services Page 13 of 16

14 3.8 EXECUTION OF CONTRACT: Firms awarded a Contract under this RFP will be required to sign Citizens standard Agreement for Legal Services, a copy of which is set forth on Attachment A. The Contract attaches Citizens Outside Counsel Guidelines for Non-Claims Matters, which defines the procedures to be followed for providing the Services. Citizens Outside Counsel Guidelines (Non- Claims) may be updated or modified by Citizens from time to time during the term of the Contract. Any request to change the Contract terms set forth in Attachment A should be submitted to the Procurement Officer during the Open Questions period for this RFP. 3.9 ASSIGNMENTS OF WORK: Citizens will assign work to the selected Firms based on considerations in effect at the time of assignment. Citizens cannot guarantee how many assignments, if any, will be made to a particular Firm. A Firm s rankings under this RFP shall not be determinative as to the volume or quality of assignments the Firm receives from Citizens. A lower ranked Firm may receive more assignments than a higher ranked Firm. RFP , General Corporate Legal Services Page 14 of 16

15 SECTION 4 GENERAL CONDITIONS 4.1 PROTESTS: There are two conditions under which this RFP may be challenged: 1. There may be a protest of the terms, conditions, and specifications contained in the solicitation, including any provisions governing the methods for ranking bids, proposals, replies, awarding contracts, reserving rights for further negotiations, or modifying or amending any contract. A notice of intent to protest, made pursuant to this condition, must be filed in writing with Citizens Clerk within 72 hours after the posting of the applicable solicitation term, condition or specification (excluding Saturdays, Sundays and state holidays); or 2. A person adversely affected by Citizens decision or intended decision to award a contract pursuant to Sections (1) or (3)(c), Florida Statutes, may challenge the decision. A written notice of intent to protest, made pursuant to this condition, must be filed in writing with Citizens Clerk within 72 hours after Citizens posts notice of its decision or intended decision. After the timely filing of a written notice of intent to protest, the protestor must then file a formal written protest. The formal written protest must be filed within 10 calendar days after the date of the notice of protest is filed. The formal written protest must state with particularity the facts and law upon which the protest is based and comply with Citizens Board of Governors Procedures: Procurement Protests (Section ). Questions to the Procurement Officer do not constitute formal notice of a protest. Any protest concerning this RFP shall be governed by Section (6)(e), Florida Statutes, and Citizens Board of Governors Procedure: Procurement Protests, located at: Failure to timely file an intent to protest or timely file a formal written protest, within the time prescribed pursuant to (6)(e), F.S., constitutes a waiver of proceedings. The address of Citizens Clerk for the filing of the notice of intent to protest or the formal written protest is: Citizens Property Insurance Corporation Attn: Althea Gaines, Clerk 2101 Maryland Circle Tallahassee, FL Agency.Clerk@citizensfla.com 4.2 COSTS OF PREPARING RESPONSES: Citizens is not liable for any costs incurred by a Firm in responding to this RFP, including costs for materials, meetings and/or travel, if applicable. 4.3 USE OF RESPONSES: Other than the Firm s intellectual property, all Responses become the property of Citizens and will be a matter of public record subject to the Public Records provisions of Chapter 119, Florida Statutes, and 24(a), Article I of the Florida Constitution. To the extent allowed by law, Citizens shall have the right to use all ideas, or adaptations of those ideas, contained in any Response. Selection or rejection of the Response will not affect this right. 4.4 ELECTRONIC POSTING: Citizens will electronically post all notices, solicitation documents and addenda on Citizens website which is located at RFP , General Corporate Legal Services Page 15 of 16

16 4.5 WITHDRAWAL OF A RESPONSE: A submitted Response may be withdrawn from consideration by written request signed by an authorized representative of the Firm, delivered to the Procurement Officer before the Response Due date listed in the RFP. 4.6 MINOR IRREGULARITIES: Citizens reserves the right to waive any minor irregularity concerning a Response if Citizens determines that doing so will serve Citizens best interests. This includes the right to allow a Firm, after the Response Due Date, to submit documents that were inadvertently omitted from a Response or that contained incomplete information if that will not provide Firm with a competitive advantage. Citizens is under no obligation to waive a minor irregularity and may reject any Response not submitted in the manner specified by the RFP. 4.7 NO MISREPRESENTATION: All information provided and representations made by the Firm 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 Firm 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 RFP and said Firm will not be able to participate in future solicitations or other business opportunities with Citizens for the duration of the Contract term, including renewal period. 4.8 NO CONFLICTS OF INTEREST: The Firm 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 Firm. 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 Firm 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 RFP. 4.9 ACCEPTANCE OF TERMS: Submission of a Response indicates acceptance by Firm of the conditions contained in this RFP, and any attachments including Attachment A, Legal Services Agreement SUBSEQUENT AWARDS: In the event a Contract entered into pursuant to this RFP is terminated for cause by Citizens or terminated without cause by a Firm, Citizens reserves the right to reprocure substitute contractual services through an award to the next-ranked eligible Firm under this RFP. If Citizens fails to contract with the next-ranked eligible Firm it may continue in this manner sequentially through all eligible Firms until a Firm willing to perform at acceptable pricing, terms and conditions is found ENTIRE SOLICITATION: This RFP and any addenda issued hereto shall constitute the entire understanding of the parties with respect to the solicitation of the Services hereunder. No negotiations, decisions, or actions shall be initiated or executed by the Firm 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. END OF DOCUMENT RFP , General Corporate Legal Services Page 16 of 16