-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QgmZh+0loex0KXQWEmm5lgUdD1mjlXWVRYk3A8cLFakPr9jeTHqzrn0ZR3XgTMdd VRprmEiCEEIP0CEs2VbGYg== /in/edgar/work/20000814/0000950144-00-010241/0000950144-00-010241.txt : 20000921 0000950144-00-010241.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950144-00-010241 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSURANCE MANAGEMENT SOLUTIONS GROUP INC CENTRAL INDEX KEY: 0001063167 STANDARD INDUSTRIAL CLASSIFICATION: [6331 ] IRS NUMBER: 593422536 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-25273 FILM NUMBER: 698727 BUSINESS ADDRESS: STREET 1: 360 CENTRAL AVENUE CITY: ST PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 7278032040 MAIL ADDRESS: STREET 1: 360 CENTRAL AVENUE CITY: ST PETERSBURG STATE: FL ZIP: 33701 10-Q 1 e10-q.txt INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________ COMMISSION FILE NUMBER: 000-25273 INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) FLORIDA 59-3422536 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 360 CENTRAL AVENUE, ST. PETERSBURG, FLORIDA 33701 - ------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (727) 803-2040 -------------------------------------------------- Registrant's telephone number, including area code Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: Class: Outstanding at August 10, 2000: Common Stock, $.01 par value 12,800,261 2 INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. FORM 10-Q QUARTERLY REPORT TABLE OF CONTENTS
Page Number ----------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements...................................................... 1 Consolidated Balance Sheets as of December 31, 1999 and June 30, 2000......................................................... 1 Consolidated Statements of Operations for the three months and six months ended June 30, 1999 and 2000............................... 2 Consolidated Statement of Shareholders' Equity for the year ended December 31, 1999 and the six months ended June 30, 2000............................................................. 3 Consolidated Statements of Cash Flows for the six months ended June 30, 1999 and 2000.............................................. 4 Notes to Consolidated Financial Statements................................ 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................... 9 Item 3. Quantitative and Qualitative Disclosures about Market Risk................ 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings......................................................... 13 Item 4. Submission of Matters to a Vote of Security Holders....................... 13 Item 6. Exhibits and Reports on Form 8-K.......................................... 13
The statements contained in this report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the Company's expectations, hopes, beliefs, intentions, or strategies regarding the future. Forward-looking statements include statements regarding, among other things: (i) the potential loss of material customers; (ii) the failure to properly manage growth and successfully integrate acquired businesses; (iii) the Company's financing plans; (iv) trends affecting the Company's financial condition or results of operations; (v) the Company's growth and operating strategies; (vi) the ability to attract and retain qualified sales, information services and management personnel; (vii) the impact of competition from new and existing competitors; (viii) the financial condition of the Company's clients; (ix) potential increases in the Company's costs; (x) the declaration and payment of dividends; (xi) the potential for unfavorable interpretation of existing government regulations or new government legislation; (xii) the impact of general economic conditions and interest rate fluctuations on the demand for the Company's services, including flood zone determination services; (xiii) the outcome of certain administrative proceedings involving the Company's principal customer; (xiv) uncertainties regarding the market acceptance of the Company's new services;(xv) difficulties in establishing positive name recognition in the marketplace; (xvi) ability to service new unaffiliated customers, including the development and implementation of e-business initiatives; and (xvii) difficulties in achieving expected expense reductions as a result of management initiatives. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. All forward-looking statements included in this document are based on information available to the Company on the date hereof and the Company assumes no obligation to update any such forward-looking statement. Among the factors that could cause actual results to differ materially are the factors detailed in Item 2 of this report and the risks discussed under the caption "Risk Factors" included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999, as filed with the Securities Exchange Commission on March 30, 2000. Prospective investors should also consult the risks described from time to time in the Company's Reports on Form 10-Q, 8-K and 10-K and Annual Reports to Shareholders. ii 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31, JUNE 30, 1999 2000 ------------ ----------- (UNAUDITED) ASSETS CURRENT ASSETS Cash and cash equivalents .................................. $ 4,702,861 $ 4,472,245 Accounts receivable, net ................................... 3,621,714 3,899,146 Due from affiliates ........................................ 2,920,543 3,533,796 Prepaid expenses and other assets .......................... 1,572,976 1,183,999 ----------- ----------- Total current assets .................................. 12,818,094 13,089,186 PROPERTY AND EQUIPMENT, net ................................... 7,225,494 7,917,674 OTHER ASSETS Goodwill, net .............................................. 16,257,663 15,804,833 Customer contracts, net .................................... 1,116,667 1,016,667 Deferred tax assets ........................................ 1,063,366 1,147,907 Capitalized software costs, net ............................ 976,225 1,053,119 Other ...................................................... 33,398 45,233 ----------- ----------- Total assets ......................................... $39,490,907 $40,074,619 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term debt .......................... $ 481,637 $ 1,044,335 Accounts payable, trade .................................... 990,495 1,947,228 Due to affiliates .......................................... 12,833 60,000 Employee related accrued expenses .......................... 2,294,858 1,917,201 Other accrued expenses ..................................... 1,293,060 948,442 Income taxes payable ....................................... 413,241 182,095 Deferred revenue ........................................... 214,891 177,446 ----------- ----------- Total current liabilities ............................ 5,701,015 6,276,747 LONG-TERM DEBT, less current portion .......................... 219,857 60,809 DEFERRED REVENUE .............................................. 684,915 658,718 SHAREHOLDERS' EQUITY Preferred Stock, $.01 par value; 20,000,000 shares authorized, no shares issued and outstanding ............. -- -- Common Stock, $.01 par value; 100,000,000 shares authorized, 12,678,743 and 12,800,261 shares issued and outstanding at December 31, 1999 and June 30, 2000, respectively ........ 126,787 128,002 Additional paid-in capital ................................. 26,810,282 27,199,067 Retained earnings .......................................... 5,948,051 5,751,276 ----------- ----------- Total shareholders' equity ........................... 32,885,120 33,078,345 ----------- ----------- Total liabilities and shareholders' equity ........... $39,490,907 $40,074,619 =========== ===========
The accompanying notes are an integral part of these consolidated statements. 1 4 INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------------- ------------------------------- 1999 2000 1999 2000 ------------ ------------ ------------ ------------ (UNAUDITED) (UNAUDITED) REVENUES Outsourcing services - affiliated ................. $ 12,944,426 $ 9,775,937 $ 22,730,540 $ 18,981,250 Outsourcing services .............................. 1,016,699 1,535,680 4,046,194 3,064,994 Flood zone determination services ................. 4,404,611 4,441,124 9,612,538 8,164,053 Flood zone determination services - affiliated .... 112,272 242,636 194,055 472,639 ------------ ------------ ------------ ------------ Total revenues .............................. 18,478,008 15,995,377 36,583,327 30,682,936 ------------ ------------ ------------ ------------ EXPENSES Cost of outsourcing services ...................... 8,562,226 9,076,570 17,774,901 17,754,076 Cost of flood zone determination services ......... 2,111,891 2,002,329 4,325,325 3,860,858 Selling, general and administrative ............... 2,678,155 2,864,820 4,946,938 5,515,266 Management services from Parent ................... 592,795 475,511 1,198,355 979,048 Depreciation and amortization ..................... 1,398,693 1,445,039 2,731,949 2,752,609 ------------ ------------ ------------ ------------ Total expenses .............................. 15,343,760 15,864,269 30,977,468 30,861,857 ------------ ------------ ------------ ------------ OPERATING INCOME (LOSS) .............................. 3,134,248 131,108 5,605,859 (178,921) ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSE): Interest income ................................... 101,208 63,106 222,238 130,156 Interest expense .................................. (140,408) (24,989) (480,506) (42,410) ------------ ------------ ------------ ------------ Total other income (expense) ................ (39,200) 38,117 (258,268) 87,746 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES ...................................... 3,095,048 169,225 5,347,591 (91,175) PROVISION FOR INCOME TAXES ........................... 1,246,600 145,500 2,180,600 105,600 ------------ ------------ ------------ ------------ NET INCOME (LOSS) .................................... $ 1,848,448 $ 23,725 $ 3,166,991 $ (196,775) ============ ============ ============ ============ NET INCOME (LOSS) PER COMMON SHARE ................... $ 0.15 $ 0.00 $ 0.26 $ (0.02) ============ ============ ============ ============ Weighted average common shares outstanding ........... 12,678,743 12,800,261 12,213,801 12,787,575 ============ ============ ============ ============
The accompanying notes are an integral part of these consolidated statements. 2 5 INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
ADDITIONAL COMMON PAID-IN RETAINED STOCK CAPITAL EARNINGS TOTAL -------- ----------- ----------- ------------ Balance at January 1, 1999 ................. $105,242 $ 5,830,930 $ 2,752,991 $ 8,689,163 Issuance of Common Stock as partial consideration for the acquisition of Colonial Claims ...................... 1,545 1,698,455 -- 1,700,000 Initial public offering of Common Stock, net of offering costs ................. 20,000 19,143,897 -- 19,163,897 Issuance of stock options to non-employees ......................... -- 137,000 -- 137,000 Net income ............................. -- -- 3,195,060 3,195,060 -------- ----------- ----------- ------------ Balance at December 31, 1999 ............... 126,787 26,810,282 5,948,051 32,885,120 Payment of earn-out in connection with the acquisition of Colonial Claims (unaudited)..................... 1,215 298,785 -- 300,000 Issuance of stock options to non-employees (unaudited) ............. -- 90,000 -- 90,000 Net loss (unaudited) ................... -- -- (196,775) (196,775) -------- ----------- ----------- ------------ Balance at June 30, 2000 (unaudited) ....... $128,002 $27,199,067 $ 5,751,276 $ 33,078,345 ======== =========== =========== ============
The accompanying notes are an integral part of this consolidated statement. 3 6 INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, ------------------------------ 1999 2000 ------------ ----------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ............................................... $ 3,166,991 $ (196,775) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization ................................. 2,731,949 2,752,609 Loss on disposal of property and equipment .................... 47,485 95,275 Non-employee stock options .................................... -- 90,000 Deferred income taxes, net .................................... 377,411 (84,541) Changes in assets and liabilities: Accounts receivable ......................................... 817,826 (277,432) Income taxes recoverable .................................... 1,148,902 -- Prepaid expenses and other current assets ................... (151,272) 385,059 Other assets ................................................ 101,420 (401,316) Accounts payable, trade ..................................... 198,742 956,733 Employee related accrued expenses ........................... 841,233 (377,657) Other accrued expenses ...................................... (789,443) (44,618) Income taxes payable ........................................ 382,287 (231,146) Deferred revenue ............................................ 110,248 (63,642) ------------ ----------- Net cash provided by operating activities ................. 8,983,779 2,602,549 ------------ ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of Colonial Claims, net of cash acquired ............ 1,092 -- Repayment of acquisition debt ................................... (500,000) -- Payment of dividend to prior Colonial Claims shareholders ....... (670,000) -- Purchases of property and equipment ............................. (1,346,862) (2,670,729) ------------ ----------- Net cash used in investing activities ..................... (2,515,770) (2,670,729) ------------ ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds received from initial public offering .............. 19,163,897 -- Net borrowings under line of credit ............................. 6,668,322 680,230 Repayment of debt ............................................... (9,526,102) (276,580) Repayment of affiliated notes and interest payable .............. (14,708,420) -- Collection of affiliated note and interest receivable ........... 5,271,406 -- Net repayments to affiliates .................................... (4,995,466) (566,086) ------------ ----------- Net cash provided by (used in) financing activities ...... 1,873,637 (162,436) ------------ ----------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ...................................................... 8,341,646 (230,616) CASH AND CASH EQUIVALENTS, beginning of period ..................... 1,868,867 4,702,861 ------------ ----------- CASH AND CASH EQUIVALENTS, end of period ........................... $ 10,210,513 $ 4,472,245 ============ =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: Cash paid for interest ........................................... $ 940,922 $ 32,349 ============ =========== Cash paid for income taxes ....................................... $ -- $ 325,000 ============ =========== SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Purchase of net assets of Colonial Claims: Total consideration consists of: Common Stock.......................................... $ 1,700,000 Common Stock payable.................................. 300,000 Cash.................................................. 500,000 Short term obligation................................. 500,000 ------------ $ 3,000,000 ============ Fair value of assets acquired......................... $ 1,846,555 Liabilities assumed................................... 1,478,306 ------------ Net assets............................................ 368,249 Goodwill.............................................. 2,631,751 ------------ $ 3,000,000 ============
The accompanying notes are an integral part of these consolidated statements. 4 7 INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements of Insurance Management Solutions Group, Inc. and subsidiaries (the "Company") have been prepared in accordance with the instructions to Form 10-Q and do not include all of the disclosures required by generally accepted accounting principles. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of normal and recurring adjustments necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the periods presented. The accompanying consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 1999, as filed with the Securities and Exchange Commission on March 30, 2000. The results of operations for the three months and six months ended June 30, 2000 are not necessarily indicative of the results that should be expected for a full fiscal year. Net Income (Loss) Per Common Share Net income (loss) per common share, which represents both basic and diluted earnings per share ("EPS"), is computed by dividing net income (loss) by the weighted average common shares outstanding. The following table reconciles the numerator and denominator of the basic and dilutive EPS computation:
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ---------------------------- ----------------------------- 1999 2000 1999 2000 ----------- ----------- ----------- ------------ Numerator: Net income (loss) ................................... $ 1,848,448 $ 23,725 $ 3,166,991 $ (196,775) =========== =========== =========== ============ Denominator: Weighted average number of Common Shares used in basic EPS ................................ 12,678,743 12,800,261 12,213,801 12,787,575 Diluted stock options ............................... -- -- -- -- ----------- ----------- ----------- ------------ Weighted average number of Common Shares and diluted potential Common Shares used in diluted EPS ................................... 12,678,743 12,800,261 12,213,801 12,787,575 =========== =========== =========== ============
For the six months ended June 30, 1999 and 2000, options to purchase 719,000 and 852,750 shares, respectively, of Common Stock were outstanding during the periods but were not included in the computation of diluted earnings per share because the options' exercise prices were greater than the average market price of the Common Stock, and therefore, the effect would be antidilutive. Reclassifications Certain prior year balances have been reclassified in order to conform to the current year's presentation. 5 8 INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (UNAUDITED) NOTE 2. CONTINGENCIES Bankers Insurance Company ("BIC"), a subsidiary of Bankers Insurance Group ("BIG"), the Company's principal shareholder and customer, and Bankers Life Insurance Company ("BLIC") and Bankers Security Insurance Company ("BSIC"), subsidiaries of BIC, have been subject to an investigation by the Florida Department of Insurance (the "DOI"), the principal regulator of insurance activities in the State of Florida, stemming from their use of a private investigator to gather information on a DOI employee and the private investigator's unauthorized use of illegal wiretaps in connection therewith. On March 23, 2000, the Treasurer and Insurance Commissioner of the State of Florida, as head of the DOI, filed an administrative complaint against BIC, BLIC and BSIC based upon the results of such investigation. The administrative complaint charges BIC, BLIC and BSIC with violating various provisions of the Florida Insurance Code including, among other things, a provision requiring insurance companies to have management, officers or directors that are, among other things, trustworthy. The complaint further notifies BIC, BLIC and BSIC that the Insurance Commissioner intends to impose such penalties or take such other administrative actions as may be proper or appropriate under applicable law, including possibly entering an order suspending or revoking the certificates of authority of BIC, BLIC and BSIC to conduct business as insurance companies in the State of Florida. BIC, BLIC and BSIC have informed the Company that they intend to vigorously defend against such action, but no assurances can be given as to the outcome thereof. In the event the DOI were to enter an order suspending or revoking the certificates of authority of BIC, BLIC and BSIC to conduct business as insurance companies in the State of Florida, or impose other significant penalties on any of them, it would materially adversely affect the business and/or operations of BIG and, in turn, could result in the loss of or material decrease in the Company's business from BIG, which would have a material adverse effect on the Company's business, financial condition and results of operations. On November 19, 1999, the United States, on behalf of the Federal Emergency Management Association ("FEMA"), filed a civil action against BIC in the U.S. District Court for the District of Maryland stemming from FEMA's investigation of certain cash management and claims processing practices of BIC in connection with its participation in the National Flood Insurance Program ("NFIP"). The complaint alleges, among other things, that BIC knowingly failed to report and pay interest income it had earned on NFIP funds to the United States in violation of the False Claims Act. The complaint further alleges various common law theories, including fraud, breach of contract, unjust enrichment and negligent misrepresentation. The complaint seeks civil penalties of $1.08 million and actual damages of approximately $1.1 million as well as treble, punitive and consequential damages, costs and interest. The suit is currently administratively closed pending an appeal on the preliminary issue of whether the controversy is subject to arbitration. BIC has informed the Company that it intends to vigorously defend against the action, but no assurances can be given as to the outcome thereof. However, BIG and its legal counsel have advised the Company that an adverse judgment in this action would not have a material adverse affect on the business and/or operations of BIC, although no assurances can be given in this regard. FEMA's investigation of certain claims processing practices of BIC in connection with its participation in the NFIP is continuing, and BIC has produced documentation in connection therewith. If the parties are unable to reach agreement in these matters, the United States could amend its complaint against BIC to add additional claims under the False Claims Act and/or various common law and equitable theories relating to such matters. In the event such continuing investigation or any consequence thereof materially adversely affects the business or operations of BIC, it could result in the loss of or material decrease in the Company's business from BIC, which would have a material adverse effect on the Company's business, financial condition and results of operations. During 1999, BIG, together with certain of its affiliates, including the Company, was subject to a wage and hour audit conducted by the Department of Labor ("DOL"). The DOL audit, which was completed in June, 2000, resulted in the Company owing approximately $90,000 for the payment of overtime wages owed to certain employees who were previously misclassified as salaried associates. Such expense is included in "Cost of outsourcing services" in the accompanying consolidated statements of operations for the three months and six months ended June 30, 2000. 6 9 The Company is involved in various legal actions arising in the ordinary course of business. Management believes that the ultimate resolution of these actions will not have a material adverse effect on the Company's financial position, results of operations, or liquidity, although no assurances can be given in this regard. 7 10 INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (UNAUDITED) NOTE 3. SEGMENT INFORMATION The following table presents summarized financial information for the Company's reportable segments:
INTERCOMPANY OUTSOURCING FLOOD ZONE ELIMINATIONS CONSOLIDATED SERVICES DETERMINATIONS AND OTHER TOTALS ------------ -------------- ------------- ------------ THREE MONTHS ENDED JUNE 30, 1999 - (UNAUDITED) Operating revenues - affiliated .. $ 13,070,948 $ 112,272 $ (126,522) $ 13,056,698 Operating revenues - unaffiliated 1,016,699 4,404,611 -- 5,421,310 Operating income ................. 2,375,694 758,554 -- 3,134,248 Identifiable assets .............. 31,800,787 25,469,111 (11,170,360) 46,099,538 Total liabilities ................ 17,007,162 14,292,685 (17,920,360) 13,379,487 THREE MONTHS ENDED JUNE 30, 2000 - (UNAUDITED) Operating revenues - affiliated .. $ 10,031,073 $ 242,636 $ (255,136) $ 10,018,573 Operating revenues - unaffiliated 1,535,680 4,441,124 -- 5,976,804 Operating income (loss) .......... (942,500) 1,073,608 -- 131,108 Identifiable assets .............. 32,376,463 25,577,752 (17,879,596) 40,074,619 Total liabilities ................ 19,039,060 5,836,810 (17,879,596) 6,996,274 SIX MONTHS ENDED JUNE 30, 1999 - (UNAUDITED) Operating revenues - affiliated .. $ 22,953,095 $ 194,055 $ (222,555) $ 22,924,595 Operating revenues - unaffiliated 4,046,194 9,612,538 -- 13,658,732 Operating income ................. 3,486,993 2,118,866 -- 5,605,859 Identifiable assets .............. 31,800,787 25,469,111 (11,170,360) 46,099,538 Total liabilities ................ 17,007,162 14,292,685 (17,920,360) 13,379,487 SIX MONTHS ENDED JUNE 30, 2000 - (UNAUDITED) Operating revenues - affiliated .. $ 19,478,889 $ 472,639 $ (497,639) $ 19,453,889 Operating revenues - unaffiliated 3,064,994 8,164,053 -- 11,229,047 Operating income (loss) .......... (1,757,424) 1,578,503 -- (178,921) Identifiable assets .............. 32,376,463 25,577,752 (17,879,596) 40,074,619 Total liabilities ................ 19,039,060 5,836,810 (17,879,596) 6,996,274
8 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table sets forth for the periods indicated certain selected historical operating results of the Company as a percentage of total revenues:
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------ ------------------ 1999 2000 1999 2000 ----- ----- ----- ----- REVENUES Outsourcing services .................... 75.6% 70.7% 73.2% 71.9% Flood zone determination services ....... 24.4 29.3 26.8 28.1 ----- ----- ----- ----- Total revenues ...................... 100.0 100.0 100.0 100.0 ----- ----- ----- ----- EXPENSES Cost of outsourcing services ............ 46.4 56.8 48.6 57.8 Cost of flood zone determination services 11.4 12.5 11.8 12.6 Selling, general and administrative ..... 14.5 17.9 13.5 18.0 Management services from Parent ......... 3.2 3.0 3.3 3.2 Depreciation and amortization ........... 7.6 9.0 7.5 9.0 ----- ----- ----- ----- Total expenses ...................... 83.1 99.2 84.7 100.6 ----- ----- ----- ----- Operating income (loss) ................... 16.9 0.8 15.3 (0.6) Interest income ........................... 0.5 0.4 0.6 0.4 Interest expense .......................... (0.8) (0.2) (1.3) (0.1) ----- ----- ----- ----- Income (loss) before provision for income taxes ......................... 16.6 1.0 14.6 (0.3) Provision for income taxes ................ 6.6 0.9 5.9 0.3 ----- ----- ----- ----- Net income (loss) ......................... 10.0% 0.1% 8.7% (0.6)% ===== ===== ===== =====
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 1999 AND 2000 Outsourcing Services Revenues. Outsourcing services revenues decreased $2.6 million, or 19.0%, to $11.3 million for the three months ended June 30, 2000 from $14.0 million for the corresponding period in 1999. The decrease was primarily attributable to revenue generated during the second quarter of 1999 under an affiliated technical support services arrangement. No revenue was generated under this arrangement during the corresponding period in 2000. Additionally, effective April 1, 1999, the Company amended its existing service agreements with affiliated insurers to provide for minimum aggregate quarterly service fee payments through December 31, 1999 with respect to certain lines of business. The minimum service fee arrangement was established to compensate the Company for maintaining an infrastructure to process certain lines of business of affiliated insurers that have not grown as rapidly as originally forecasted. If such minimum service fee requirements with respect to said lines of business under the agreements had not been implemented as of April 1, 1999, aggregate affiliated outsourcing services revenues, which totaled $12.9 million for the three months ended June 30, 1999, would have been $11.1 million in accordance with the terms of the affiliated service agreements as in effect prior April 1, 1999. The amended agreement requiring such minimums expired in December, 1999 and was not subsequently renewed. Additionally, a decline in the volume of auto premium processed on behalf of the Company's affiliated customers contributed to the decrease in outsourcing services revenues during the second quarter of 2000. Partially offsetting these decreases was an increase in outsourcing services revenue generated from flood premium processed on behalf of the Company's affiliated and unaffiliated customers as well as auto claims processed on behalf of the Company's unaffiliated customers. Flood Zone Determination Services Revenues. Flood zone determination services revenues increased $167,000, or 3.7%, to $4.68 million for the three months ended June 30, 2000 from $4.52 million for the corresponding period in 1999. The increase was primarily attributable to flood zone determination services revenues generated from new customers, partially offset by a continued decline in mortgage refinancings and loan originations, which have historically driven the demand for flood zone determinations from the Company's existing customers. 9 12 Cost of Outsourcing Services. Cost of outsourcing services increased $514,000, or 6.0%, to $9.1 million for the three months ended June 30, 2000 from $8.6 million for the corresponding period in 1999. As a percentage of outsourcing services revenues, cost of outsourcing services increased to 80.2% for the three months ended June 30, 2000 from 61.3% for the corresponding period in 1999 primarily as a result of a decrease in dollar amount of outsourcing services revenues and an increase in the cost of outsourcing services during three months ended June 30, 2000 from the corresponding period in 1999. The increase in the dollar amount of cost of outsourcing services was primarily due to staff additions and the use of contract programmers to develop and staff new unaffiliated programs as well as an increase in facilities costs due to the occupancy of the Company's new operating and call center facility, partially offset by a decrease in revenue from the Company's claims catastrophe subsidiary, of which approximately 70.0% of each dollar of revenue is paid to its independent adjusters who adjust the claims on the Company's behalf. Cost of Flood Zone Determination Services. Cost of flood zone determination services decreased $110,000, or 5.2%, to $2.0 million for the three months ended June 30, 2000 from $2.1 million for the corresponding period in 1999. As a percentage of flood zone determination services revenues, cost of flood zone determination services decreased to 42.8% for the three months ended June 30, 2000 from 46.8% for the corresponding period in 1999 primarily as a result of a decrease in the dollar amount of cost of flood zone determination services during the three months ended June 30, 2000 from the corresponding period in 1999. The decrease in the dollar amount of cost of flood zone determination services resulted primarily from a redesign of various production workflows during 1999 that enabled the Company to increase employee productivity and reduce operating expenses, primarily personnel related costs. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $187,000, or 7.0%, to $2.86 million for the three months ended June 30, 2000 from $2.68 million for the corresponding period in 1999. The increase in selling, general and administrative expenses was primarily attributable to the continued assumption of certain administrative services, including human resources, agency accounting, cash management and legal, that were previously provided to the Company under the management service agreement with BIG. Also contributing to the increase was an estimated lease-break charge for the closure of a satellite office. Management Services from Parent. Management services from Parent decreased $117,000, or 19.8%, to $476,000 for the three months ended June 30, 2000 from $593,000 for the corresponding period in 1999. The decrease was primarily related to the continued assumption of certain administrative services, including human resources, agency accounting, cash management and legal services, that were previously provided to the Company under the management service agreement with BIG. Interest Expense. Interest expense decreased $115,000, or 82.2%, to $25,000 for the three months ended June 30, 2000 from $140,000 for the corresponding period in 1999. The decrease was primarily related to the early repayment of most of the Company's debt obligations from the net proceeds received by the Company from its initial public offering in February, 1999. COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 1999 AND 2000 Outsourcing Services Revenues. Outsourcing services revenues decreased $4.7 million, or 17.7%, to $22.0 million for the six months ended June 30, 2000 from $26.8 million for the corresponding period in 1999. The decrease was primarily attributable to revenue generated during the second quarter of 1999 under an affiliated technical support services arrangement. No revenue was generated under this arrangement during the corresponding period in 2000. Additionally, effective April 1, 1999, the Company amended its existing service agreements with affiliated insurers to provide for minimum aggregate quarterly service fee payments through December 31, 1999 with respect to certain lines of business. The minimum service fee arrangement was established to compensate the Company for maintaining an infrastructure to process certain lines of business of affiliated insurers that have not grown as rapidly as originally forecasted. If such minimum service fee requirements with respect to said lines of business under the agreements had not been implemented as of April 1, 1999, aggregate affiliated outsourcing services revenues, which totaled $22.7 million for the six months ended June 30, 1999, would have been $20.9 million in accordance with the terms of the affiliated service agreements as in effect prior to April 1, 1999. The amended agreement requiring such minimums expired in December, 1999 and was not subsequently renewed. The decrease was also due to a decrease in the volume of flood and wind damage claims administered by the Company's outsourcing operations during the first six months of 2000 as compared to the same period in 1999. During the first six months of 1999, the Company recognized revenues totaling approximately $3.3 million from the administration of property damage claims resulting from Hurricane Georges, which storm occurred in September 1998. In comparison, the Company recognized revenues of approximately $1.1 million during the first six months of 2000 from the administration of property damage claims 10 13 resulting from Hurricanes Floyd and Irene, which storms occurred during the fourth quarter of 1999. Additionally, a decline in the volume of auto premium processed on behalf of the Company's affiliated customers contributed to the decrease in outsourcing services revenues during the first six months of 2000. Partially offsetting these decreases was an increase in outsourcing services revenues generated from flood premium and auto claims processed on behalf of the Company's unaffiliated customers. Flood Zone Determination Services Revenues. Flood zone determination services revenues decreased $1.2 million, or 11.9%, to $8.6 million for the six months ended June 30, 2000 from $9.8 million for the corresponding period in 1999. The decrease was primarily attributable to the termination of the Company's "life-of-loan" insurance policy, effective April 1, 1999, in which, prior to the termination of the policy, the Company was compensated for performing flood zone re-determinations for certain existing customers. Prior to the termination of the life-of-loan policy, the Company paid an insurance premium for every flood zone determination issued which required life-of-loan tracking. In exchange for the premium, the Company received a fixed amount for every flood zone determination that had to be reissued as a result of a change in the underlying flood zone classification of a property. Also contributing to the decrease in flood zone determination services revenues during the first six months of 2000 as compared to same period in 1999 was a continued decline in mortgage refinancings and loan originations, which have historically driven the demand for flood zone determinations from the Company's existing customers. This decrease was partially offset by flood zone determination services revenues generated from new customers. Cost of Outsourcing Services. Cost of outsourcing services decreased $21,000, or 0.1%, to $17.76 million for the six months ended June 30, 2000 from $17.77 million for the corresponding period in 1999. As a percentage of outsourcing services revenues, however, cost of outsourcing services increased to 80.5% for the six months ended June 30, 2000 from 66.4% for the corresponding period in 1999 primarily as a result of a decrease in dollar amount of outsourcing services revenues during the six months ended June 30, 2000 from the corresponding period in 1999. The decrease in the dollar amount of cost of outsourcing services was primarily attributable to a decrease in revenue from the Company's claims catastrophe subsidiary, of which approximately 70.0% of each dollar of revenue is paid to its independent adjusters who adjust the claims on the Company's behalf. Partially offsetting the decrease in the dollar amount of expenses from the Company's claims catastrophe subsidiary was an increase in costs from the Company's outsourcing subsidiary as a result of increases in personnel costs due to staff additions and the use of contract programmers to develop and staff new unaffiliated programs as well as an increase in facilities costs due to the occupancy of the Company's new operating and call center facility. Cost of Flood Zone Determination Services. Cost of flood zone determination services decreased $464,000, or 10.7%, to $3.9 million for the six months ended June 30, 2000 from $4.3 million for the corresponding period in 1999. As a percentage of flood zone determination services revenues, however, cost of flood zone determination services increased to 44.7% for the six months ended June 30, 2000 from 44.1% for the corresponding period in 1999 primarily as a result of a decrease in the dollar amount of flood zone determination services revenue during the six months ended June 30, 2000 from the corresponding period in 1999. The decrease in the dollar amount of cost of flood zone determination services resulted primarily from a redesign of various production workflows during 1999 that enabled the Company to increase employee productivity and reduce operating expenses, primarily personnel-related costs. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $568,000, or 11.5%, to $5.5 million for the six months ended June 30, 2000 from $4.9 million for the corresponding period in 1999. The increase in selling, general and administrative expenses was primarily attributable to the continued assumption of certain administrative services, including human resources, agency accounting, cash management and legal services, that were previously provided to the Company under a management service agreement with BIG. Also contributing to the increase were severance costs relating to the resignation of an officer during the first quarter of 2000, as well as a lease-break charge for the closure of a satellite office. Management Services from Parent. Management services from Parent decreased $219,000, or 18.3%, to $979,000 for the six months ended June 30, 2000 from $1.2 million for the corresponding period in 1999. The decrease was primarily related to the continued assumption of certain administrative services, including human resources, agency accounting, cash management and legal services, that were previously provided to the Company under the management service agreement with BIG. Interest Expense. Interest expense decreased $438,000, or 91.2%, to $42,000 for the six months ended June 30, 2000 from $481,000 for the corresponding period in 1999. The decrease was primarily related to the early repayment of most of the Company's debt obligations from the net proceeds received by the Company from its initial public offering in February, 1999. 11 14 LIQUIDITY AND CAPITAL RESOURCES At June 30, 2000, the Company's principal sources of liquidity consisted of cash on-hand, cash flows from operations and available borrowings under the Company's revolving credit facility. In February, 1999, the Company completed an initial public offering of 3,350,000 shares of Common Stock at a price of $11 per share. Of the 3,350,000 shares sold, 1,350,000 were sold by Venture Capital Corporation (the "Selling Shareholder"), a Cayman Islands company. The offering generated net proceeds ("Offering Proceeds") to the Company of approximately $19.2 million after deducting offering expenses paid by the Company of approximately $1.3 million. The Offering Proceeds, together with funds received from BIG from proceeds made available to BIG by a subsidiary of the Selling Shareholder, were used during 1999 to repay all obligations with BIG and its affiliates and to repay most of the Company's third-party debt obligations. In June, 1999, the Company entered into a revolving line of credit agreement ("LOC") with a financial institution that provides for borrowings of up to two times the rolling four quarter earnings before interest, taxes, depreciation and amortization ("EBITDA"), but in no event more than $12,000,000. The LOC bears interest at a specified percentage over LIBOR (8.41% at June 30, 2000) based on the ratio of funded debt (as defined) to EBITDA. Interest payments are payable monthly and the remaining unpaid principal balance is due in full in July, 2001. The LOC is collateralized by substantially all of the Company's assets and is subject to certain quarterly financial covenants requiring the Company to maintain the following minimum ratios: (i) interest bearing debt to EBITDA of not more than 2.0 to 1.0; (ii) total liabilities to tangible net worth of not more than 1.0 to 1.0; and (iii) fixed charge coverage (as defined) of not less than 2.5 to 1.0. As of June 30, 2000, the outstanding balance and available line of credit under the agreement totaled $680,230 and $11,319,770, respectively. The Company believes that cash on-hand, cash flows from operations and available borrowings under the Company's LOC facility will be sufficient to satisfy currently anticipated working capital and capital expenditure requirements for the next twelve months. Unanticipated rapid expansion, business or systems development, or potential acquisitions may cause the Company to require additional funds. The Company identifies and assesses, in the normal course of business, potential acquisitions of technologies or businesses which it believes to strategically fit its business plan. The Company may enter into such transactions should opportunities present themselves in the future. YEAR 2000 COMPLIANCE During the first six months of 2000, the Company continued its remediation program related to a universal situation commonly referred to as the "Year 2000 Problem." The Year 2000 Problem relates to the inability of certain computer software programs to properly recognize and process date-sensitive information relative to the Year 2000 and beyond, and the inability of non-information technology systems to function properly when the Year 2000 arrives. As of the date of this report, the Company has not experienced any significant problems related to the Year 2000 Problem. Additionally, the Company has not become aware of any significant Year 2000 issues affecting the Company's major customers or suppliers, nor has it received any material complaints regarding Year 2000 Problems related to its services. The Company does not anticipate any remaining costs to address additional Year 2000 Problems to be significant, although no assurances can be given in this regard. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company has not entered into any transactions using derivative financial instruments or derivative commodity instruments and believes that its exposure to market risk associated with other financial instruments (such as variable rate debt) are not material. 12 15 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There have been no material changes to the disclosure set forth under the caption "Item 3. Legal Proceedings" in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Company's 2000 Annual Meeting of Shareholders held on June 1, 2000, one matter was submitted to a vote of shareholders. Robert M. Menke, William D. Hussey and E. Ray Solomon were elected as Directors of the Company for three-year terms expiring in 2003 and David M. Howard was elected as a Director of the Company for a one-year term expiring in 2001. The following table sets forth certain information with respect to the election of directors at the 2000 Annual Meeting of Shareholders:
Shares Name of Nominee Shares Voted For Withholding --------------- ---------------- Authority ----------- Robert M. Menke 11,511,351 26,660 William D. Hussey 11,510,351 27,660 E. Ray Solomon, Ph.D., CLU 11,509,301 28,710 David M. Howard 11,521,651 16,360
The following table sets forth the other Directors of the Company whose terms of office continued after the 2000 Annual Meeting of Shareholders: Name of Director Term Expires ---------------- ------------ Robert G. Menke 2001 Alejandro M. Sanchez 2001 David K. Meehan 2002 Daniel J. White 2002 John A. Grant, Jr. 2002 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits EXHIBIT NO. DESCRIPTION ---------- ----------- 10.1 Insurance Administration Services Agreement, effective as of May 3, 2000, by and between Insurance Management Solutions, Inc. and Reliance Insurance Company 10.2 Insurance Administration Services Agreement, effective as of June 30, 2000, by and between Insurance Management Solutions, Inc. and Instant Insurance Holdings, Inc. 10.3 Development Services Agreement, effective as of June 30, 2000, by and between Insurance Management Solutions, Inc. and Instant Insurance Holdings, Inc. 10.4 Insurance Administration Services Agreement, effective as of June 22, 2000, by and between Insurance Management Solutions, Inc. and Instant Insurance Holdings, Inc. 27.1 Financial Data Schedule (for SEC use only) a) Reports on Form 8-K None 13 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 14, 2000 INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. (Registrant) By: /s/ DAVID M. HOWARD ------------------------------------ David M. Howard President and Chief Executive Officer (Principal Executive Officer) By: /s/ CHRISTOPHER P. BREAKIRON ------------------------------------ Christopher P. Breakiron Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) 14 17 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.1 - Insurance Administration Services Agreement, effective as of May 3, 2000, by and between Insurance Management Solutions, Inc. and Reliance Insurance Company 10.2 - Insurance Administration Services Agreement, effective as of June 30, 2000, by and between Insurance Management Solutions, Inc. and Instant Insurance Holding, Inc. 10.3 - Development Services Agreement, effective as of June 30, 2000, by and between Insurance Management Solutions, Inc. and Instant Insurance Holding, Inc. 10.4 - Insurance Administration Services Agreement, effective as of June 22, 2000, by and between Insurance Management Solutions, Inc. and Instant Insurance Holding, Inc. 27.1 - Financial Data Schedule (for SEC use only) 15 EX-10.1 2 ex10-1.txt RELIANCE INSURANCE 05/03/00 SERVICES AGREEMENT 1 Exhibit 10.1 INSURANCE ADMINISTRATION SERVICES AGREEMENT THIS INSURANCE ADMINISTRATION SERVICES AGREEMENT ("Agreement") is effective as of the 3rd day of May, 2000 ("Effective Date"), by and between INSURANCE MANAGEMENT SOLUTIONS, INC. ("IMS"), a corporation organized and existing under the laws of the State of Florida with its principal place of business located at 360 Central Avenue, St. Petersburg, Florida 33701, and RELIANCE INSURANCE COMPANY ("Customer") having its principal place of business at 77 Water Street, New York, New York 10005. WHEREAS, Cybercomp is a division of Customer; WHEREAS, Customer is desirous of IMS providing insurance administration services to its customers, as set forth in this Agreement; WHEREAS, Customer wishes to engage the services of IMS to administer certain of the Customer's obligations for the lines of business ("Authorized Lines of Business") in the state(s) ("Authorized States") set forth in SCHEDULE A; WHEREAS, IMS wishes to provide such insurance administration services as set forth herein. NOW THEREFORE, IN CONSIDERATION OF the mutual covenants and agreements hereinafter set forth, the parties hereto do covenant and agree as follows: ARTICLE I. DEFINITIONS Unless the context clearly requires otherwise, the following terms when used in this Agreement shall have the meanings set forth below: A. "Affiliate" is any company which controls, is controlled by, or under common control with, a party, and "control" is defined as owning 50% or more of such entity. B. "Authorized Lines of Business" means the lines of business expressly set forth in SCHEDULE A of this Agreement. C. "Authorized States" means the states expressly set forth in SCHEDULE A of this Agreement. D. "Business Day" means any day other than a Saturday, Sunday or other day which is an IMS holiday (New Years Day, Memorial Day, Independence Day, Thanksgiving Day, day after Thanksgiving Day, Christmas Eve (after 12 PM Eastern Standard Time), Christmas Day). E. "Change of Control" means (a) A sale, transfer or pledge, or the issuance to a new shareholder, of fifty (50%) percent or more of the voting stock of a party; or (b) A sale, transfer or pledge of a substantial portion of the material assets of a party, or any merger or consolidation of a party with another entity or entities. F. "Insurance Administration Services" means the services set forth in this Agreement and EXHIBITS I, II AND III hereto in the Authorized States in accordance with the Specifications, the other terms of the Agreement, the applicable laws, and regulations. G. "Insurance Program" means the Customer's insurance products within the Authorized Lines of Business to be offered within the Authorized States. 1 2 H. "Specifications" means the business requirements, functions, and technical specifications the Insurance Administration Services are obligated to materially comply with, as set forth in Exhibits I, II, and III hereto and in Appendix D. I. "Systems Development Life Cycle" means the process of defining, documenting, and sign-off prior to deployment of all of the business, functional, and technical specifications related to the Insurance Administration Services to be performed under this Agreement, and the development and quality assurance of those business, functional and technical specifications after deployment as set forth in APPENDIX H. APPENDIX H may be modified or revised upon the mutual written agreement of IMS and Customer. J. "Technical Information" means and shall include (without limitation) computer programs, databases, designs, algorithms, processes, structures, data formats, business methods, know how, and research and development information. ARTICLE II. TERM A. The implementation period ("Implementation Period") shall begin on the Effective Date of this Agreement and shall end upon the date ("Completion Date") on which all tasks delineated in the rollout plans ("Rollout Plans") contained within APPENDICES A, B, AND C are completed by IMS and accepted by Customer in accordance with the Specifications and the procedures specified within the System Development Life Cycle. Customer shall provide to IMS during such Implementation Period the data, information, background, and other facts needed for IMS to complete the Rollout Plans, as delineated within APPENDICES A, B AND C and in accordance with the Specifications. B. The term of the Agreement shall commence on the Effective Date and shall have a minimum operating term ("Minimum Operating Term") of ninety-six (96) full calendar months following the Completion Date. However, the term of this Agreement shall automatically extend for an additional operating term ("Extended Operating Term") of twelve (12) calendar months (at the rates in SCHEDULE B then in effect for the first Extended Operating Term) at the end of the Minimum Operating Term, or at the end of any Extended Operating Term, unless terminated earlier pursuant to the termination provisions within Article VIII. ARTICLE III. RESPONSIBILITIES OF IMS A. During the Implementation Period, IMS shall design, construct, acquire and/or implement the software systems that will enable IMS to provide the Insurance Administration Services. In addition, the Implementation Period will be used to assemble and train the IMS staff, arrange for furniture and fixtures, and essentially complete all of the necessary procedures required to provide to Customer the Insurance Administration Services. B. IMS will utilize the System Development Life Cycle and the appropriate phase specific processes (as further described in APPENDIX H) to complete the Rollout Plans and to accomplish any other project (related to the Insurance Administration Services) to be performed on behalf of Customer under this Agreement. IMS and Customer will cooperate to jointly develop the test plans and business test cases to be used during the System Development Life Cycle. IMS will provide Customer with the test results and shall await the Customer's Acceptance (as further detailed within the System Development Life Cycle in accordance with the Specifications) prior to deployment into live production. 2 3 C. IMS shall complete the Rollout Plans in accordance with the procedures specified within the System Development Life Cycle and the Specifications. Upon completion of each task delineated within the Rollout Plan, IMS shall conduct such testing as it deems necessary or appropriate in accordance with the System Development Life Cycle and the Specifications and shall allow Customer an opportunity to conduct its own testing regarding the task recently deemed completed by IMS. IMS shall permit Customer to participate in such IMS testing if it so chooses, and shall provide Customer any and all relevant test results. IMS shall also co-operate with Customer's testing on its reasonable request. D. IMS shall dedicate the appropriate human, equipment and computer resources to provide Customer with the Insurance Administration Services, during any term of this Agreement, for the Insurance Program in the Authorized States specified in SCHEDULE A. If Customer is reasonably dissatisfied with a "Key IMS Staff Member" assigned by IMS to provide Insurance Administration Services under this Agreement, then upon Customer's written notice thereof, IMS shall exercise commercially reasonable efforts to replace the Key IMS Staff Member within a reasonable time from IMS' receipt of notice, but in no event later than three (3) months from IMS' receipt of notice. Further, if a Key IMS Staff Member resigns or is terminated by IMS, IMS shall provide Customer fourteen (14) calendar days prior notice of the proposed change in a Key IMS Staff Member (or, to the extent that a Key IMS Staff Member resigns and fails to provide IMS fourteen (14) calendar days notice, prompt notice upon receiving the resignation notice from the Key IMS Staff Member). Notwithstanding the foregoing, if a Key IMS Staff Member requests and is granted an intra-company job transfer or if IMS transfers a Key IMS Staff Member to another job within IMS, IMS shall provide Customer thirty (30) days notice prior to the effective date of the proposed job transfer. For the purposes of this Section, the following IMS staff members shall be considered "Key IMS Staff Members": Commercial Business Unit Manager, Account Manager, IS Project Manager, Accounting Manager and the Customer Service Manager. E. IMS shall designate an employee ("Account Manager") of sufficient status and authority to act as liaison with Customer to facilitate IMS' performance of the Insurance Administration Services under this Agreement. The Account Manager will have substantial property and casualty insurance operational and underwriting experience and shall provide Customer with a written monthly report designed by Customer, as may be mutually agreed upon by Customer and IMS, for documenting the status of the Insurance Administration Services. F. IMS shall, based on accepted industry standards and in accordance with generally accepted insurance and accounting practices as designated by the appropriate state regulatory bodies, maintain complete and orderly records and policy and/or claims files as may be required as a result of IMS performing the Insurance Administration Services on behalf of Customer. These files shall be retained by IMS, in a format or media defined by IMS which shall be in compliance with applicable laws and regulations, for a minimum of five (5) years or the period specified by the applicable state and/or federal statutes regulating the preservation of records, whichever is longer, unless the Customer requests that its records be returned to it at their expense at the expiration of the minimum five (5) year period. G. At IMS' expense, IMS shall provide Customer adequate office space at its principal servicing office for two designated employees of Customer. Further, at Customer's sole option and expense (at the then commercially reasonable leasing rates), IMS will provide additional adequate office space at its principal servicing office for one or more additional designated employees of Customer, but no more than five (5) additional employees of Customer at any one time. With regards to any office space provided by IMS to Customer, whether the office space is provided at IMS expense or at Customer's 3 4 expense, Customer shall remain responsible for all related office expenses, including, but not limited to, any expense for: office equipment, office furniture, telephones, telephone service, computers and printers. H. During any term of this Agreement, IMS shall reimburse Customer for the expense of conducting an annual regulatory/compliance audit of the Insurance Administration Services. Notwithstanding the foregoing, the reimbursement by IMS to Customer shall not exceed ___*___ per calendar year. ARTICLE IV. RESPONSIBILITIES OF CUSTOMER A. During the Implementation Period and during any term of this Agreement, Customer shall provide to IMS, in a timely manner, any and all data, information and other items within its reasonable control and necessary to enable IMS to perform the Insurance Administration Services (and shall use its best efforts to obtain any and all data, information and other items not within Customer's reasonable control but nonetheless necessary to enable IMS to perform the insurance administration services). APPENDIX E sets forth the kinds of documentation, data and information that will be required by IMS to support delivery of the Insurance Administration Services. Customer shall also provide IMS with Customer's banking institution account information, corporate and subsidiary logos (if applicable), style and specifications of printed documents (such as insurance policies), and policy jackets. Customer hereby grants IMS a limited, non-transferable, non-assignable, license to use Customer's corporate and subsidiary logos (and any other copyrighted or trademarked property of Customer that may be provided to IMS under this Agreement) while performing the Insurance Administration Services. Customer acknowledges and agrees that delays in delivery of required documentation, data and/or information by Customer will result in a similar delay in fulfilling Insurance Administration Services or completing the overall goals and objectives identified in APPENDIX D and that such a delay in performing the Insurance Administration Services shall not be deemed the "substantial fault" of IMS. If Customer's failure to provide IMS the required documentation, data or information will result in a delay in the performance of the Insurance Administration Services provided by IMS of greater than two (2) Business Days, then IMS will notify Customer. Customer shall comply with, and shall perform the duties specified in, EXHIBIT I, II, AND III as they relate specifically to Customer. B. Customer shall work and cooperate with IMS in utilizing the System Development Life Cycle (as specified in APPENDIX H) as reasonably necessary to complete the Rollout Plans and to accomplish any other project (related to the Insurance Administration Services) to be performed under this Agreement, provided that such tasks remain the ultimate responsibility of IMS hereunder. Customer participation in the System Development Life Cycle shall include, but shall not be limited to, reviewing and signing-off on all definitions and documentation prior to the commencement of each phase within the System Development Life Cycle. Customer shall perform functional and business case testing within the IMS Model Office environment to ensure the product changes meet the agreed upon specifications. Customer will work and cooperate with IMS to jointly develop the test plans and business test cases to be used during the System Development Life Cycle, provided however that nothing herein limits Customer's right to conduct its own testing in accordance with the provisions provided in Section III.C. Customer shall exercise good faith in promptly testing and accepting IMS' completion of each task within the Rollout Plan, in accordance with the System Development Life Cycle and the Specifications, prior to live production. Customer and IMS agree that time is of the essence during the Implementation Period. Customer shall provide IMS with written approval of its acceptance of each task within the Rollout Plan if such task is in substantial compliance with all material requirements in accordance with the System Development Life Cycle and the Specifications. If the parties are unable to reach an agreement as to whether a task has been completed by IMS in substantial compliance * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 4 5 with all material requirements with the System Development Life Cycle and the Specifications, either party may resolve that dispute in accordance with the dispute resolution procedures contained within Article XII of this Agreement. By definition, the completion and acceptance of each task delineated within the Rollout Plan also includes the completion and acceptance of the integration of each new task with previously completed, accepted and deployed Rollout Plan tasks. C. CUSTOMER ACKNOWLEDGES AND AGREES THAT IMS ASSUMES NO INSURANCE RISK FOR THE BUSINESS PROCESSED UNDER THIS AGREEMENT. D. From time to time, on terms reasonably acceptable to Customer and within Customer's discretion, Customer agrees to act as a Beta Test Site for purpose of testing the new technologies and/or system modifications ("New Proprietary System") that IMS may develop (other than a System Enhancement Project, as defined in Article XIII). In consideration of Customer performing this function, IMS will grant (prior its general release) a personal, non-transferable, non-assignable, non-exclusive license to Customer (with the right to sub-license the New Proprietary System to its appointed insurance sales agents in accordance with the limitations set forth in this Agreement) to use the New Proprietary System solely in connection with the Insurance Administration Services to be performed by IMS under this Agreement and subject to the same limitations and conditions imposed upon the Proprietary System (as defined herein). E. Customer shall designate a manager level employee ("Customer Liaison") of sufficient status and binding decision making authority to act as liaison with IMS and to facilitate Customer's role as IMS performs the Insurance Administration Services enumerated in EXHIBITS I, II AND III of this Agreement. The Customer Liaison will meet at least once each calendar quarter, or as may otherwise be necessary, with the Account Manager. F. IMS' rights hereunder are not exclusive. Specifically, nothing herein shall limit Customer's right to provide for itself, or to procure from others, services comparable to the Insurance Administration Services, on a whole or partial basis. ARTICLE V. CUSTOMER ACCESS TO RECORDS / CONFIDENTIAL INFORMATION A. At Customer's expense, Customer and Customer's reinsurers will be permitted reasonable access to all IMS records, information, personnel and facilities (excluding, specifically, proprietary Technical Information) reasonably necessary to: (i) audit the completeness and accuracy of the Insurance Administration Services provided under this Agreement and reports produced for Customer pursuant to this Agreement; (ii) verify the accuracy and validity of all billings and charges to Customer under this Agreement, including any travel and living expenses; and (iii) verify IMS' overall compliance with the terms of this Agreement and applicable laws and regulations, and the guidelines as provided by Customer. Access to IMS' records, personnel and facilities will be provided during normal business hours upon ten (10) Business Days prior written notice to IMS by Customer for so long as IMS is required to maintain such records under this Agreement; except in case of allegations of fraud or in connection with regulatory inquiry, in which case access will be granted within twenty four (24) hours of written notice to IMS. Notwithstanding the foregoing, Customer may perform, at Customer's expense, up to two surprise audits (per calendar year), with twenty-four (24) hours written notice to IMS, specifically of the records maintained by IMS that relate to Customer's custodial bank accounts. At Customer's expense (except in the case of state regulatory audits), Customer will be permitted to copy those IMS records subject to audit. Upon reasonable request by Customer, and at Customer's expense, IMS will promptly mail or fax to Customer 5 6 supporting documentation concerning any specific Customer policyholder billing, payment or other transaction processed by IMS under the terms of this Agreement. IMS will provide adequate workspace for Customer to conduct audits in accordance with this Article. Further, Customer or its representatives shall take reasonable precautions, when conducting audits under this Article, not to materially disrupt IMS' ongoing business activities. B. The recipient ("Recipient") of confidential data and/or information shall maintain the confidentiality of all data and/or information which is the property of the other party ("Disclosing Party"), whether originally supplied by the Disclosing Party, or whether generated by the Disclosing Party in the course of performing or facilitating the Insurance Administration Services under this Agreement and which is directly accessible to the Recipient or is in the possession of Recipient in the implementation, facilitation and/or performance of the Insurance Administration Services. During any term of this Agreement, Recipient may acquire, know, or have within its possession, information (including, but not limited to, Technical Information) and/or data of the Disclosing Party concerning commercial and trade affairs, rating and underwriting rules and guidelines, the identity of clients, the identity of insureds and beneficiaries, claims, benefits, rates and agents, financial information, Proprietary System (as defined herein), Third Party Proprietary System (as defined herein) and business practices of the Disclosing Party ("Confidential Information"). Confidential Information which is provided in tangible form must be clearly marked "Confidential", "Proprietary" or the substantial equivalent thereof, or if orally disclosed must be clearly identified as "Confidential" or "Proprietary" at the time of the disclosure (except for IMS' Technical Information; Customer's Technical Information as may be provided by Customer to IMS; Customer's underwriting rules and guidelines; the identity of Customer's clients; the identity of insureds and beneficiaries; and all data created or generated in the course of the Insurance Administration Services and specifically relating to Customer and/or its insurance sales agents, insurance sales brokers, insurance sales representatives and clients; which will be deemed "Confidential Information" under this Agreement). Except as required by law, Recipient shall keep Disclosing Party's Confidential Information confidential and shall only use the Confidential Information in performing or facilitating the Insurance Administration Services under this Agreement. Recipient shall not disclose the Confidential Information without Disclosing Party's prior written permission except to Recipient's employees, representatives, consultants and agents who require the information to perform or facilitate the Insurance Administration Services under this Agreement. Customer and IMS each warrant to the other that all appropriate measures shall be taken by such Recipient to safeguard the confidentiality of the Confidential Information of the other, with a level of care at least equal to the level of care with which Recipient safeguards its own confidential or proprietary information. All employees of Recipient and any third parties who are given access to the Confidential Information shall be under written obligation to Recipient to maintain such information in confidence. IMS and Customer agree that any Recipient shall have no obligation with respect to any information or data which: (a) is already rightfully known to Recipient through means other than Disclosing Party; or (b) is or becomes publicly known through no wrongful act of Recipient; or (c) is rightfully obtained by Recipient from a third-party without similar restriction and without breach of this Agreement; or (d) is independently developed by Recipient without breach of this Agreement. 6 7 Disclosing Party shall retain title to all Confidential Information (whether tangible or intangible) delivered pursuant to this Agreement. Recipient shall not copy, reproduce or use any Confidential Information without written authorization of Disclosing Party, except as may be reasonably required to accomplish the Insurance Administration Services under this Agreement. Recipient shall promptly return or destroy, on written request of Disclosing Party, all tangible copies containing Confidential Information. The obligations under this Paragraph shall survive the termination of this Agreement. Notwithstanding the foregoing, this Article shall not prevent the disclosure of Confidential Information to the extent legally required by any court or regulatory entity having jurisdiction over the parties. ARTICLE VI. EXPENSES AND FEES A. In consideration of IMS providing Insurance Administration Services described herein, and subject to IMS material compliance with the material terms of this Agreement, Customer shall pay IMS an implementation charge ("Implementation Charge"), miscellaneous fees ("Miscellaneous Fees") and servicing fee ("Service Fee") for each Authorized Line of Business, as specified in SCHEDULE B. Except for the Service Fee, which is based upon a percentage of the adjusted net direct written premium, the Miscellaneous Fees specified in Section V of SCHEDULE B hereto may be raised effective as of each anniversary of the Effective Date by the percentage increase in the Geographical City Consumer Price Index as reported by the United States Bureau of Labor Statistics for the most recently completed calendar year that IMS is performing services on behalf of the Customer. Further, in the event that a vendor supplying a service or product to IMS (including but not limited to postage and paper), which service or product is required by IMS to provide the Insurance Administration Services to Customer, increases or decreases its rates charged to IMS, IMS may increase, and shall decrease, the contracted rates set forth herein to incorporate such increased or decreased costs, as applicable. B. On the second anniversary of the Completion Date, and subject to IMS' material compliance with the material terms of this Agreement hereunder, Customer shall immediately pay IMS a minimum fee ("Initial Minimum Fee") that shall equal the difference between ($___*___) and the aggregate amount of: (i) Service Fees paid to IMS during the ___*___ period immediately prior to the ___*___ anniversary of the Completion Date, and (ii) miscellaneous fees for "time & material" work (performed on behalf of Customer, outside of the scope of this Agreement and related to the Insurance Administration Services to be performed under Exhibit I, II, and III) paid to IMS during the ___*___ period immediately prior to the ___*___ anniversary of the Completion Date. In addition to the foregoing, on the ___*___ anniversary of the Completion Date, and subject to IMS' material compliance with the material terms of this Agreement hereunder, Customer shall immediately pay IMS a minimum fee ("Contract Term Minimum Fee") that equals the difference between ___*___ and the aggregate amount of: (i) Service Fees and Initial Minimum Fee paid to IMS during the ___*___ ___*___ period prior to the ___*___ anniversary of the Completion Date, and (ii) miscellaneous fees for "time & material" work (performed on behalf of Customer, outside of the scope of this Agreement and related to the Insurance Administration Services to be performed under Exhibit I, II, and III) paid to IMS during the ___*___immediately prior to the ___*___ anniversary of the Completion Date. C. Customer shall not be required to reimburse IMS for travel, living and out-of-pocket expenses incurred by IMS personnel unless such expenses are approved in writing by Customer prior to travel. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 7 8 D. Customer agrees to pay all tariffs and taxes that are now or may become applicable to the Insurance Administration Services rendered hereunder. This provision includes but is not limited to sales, use, and personal property taxes, or any other form of tax based on Insurance Administration Services performed, equipment used by IMS solely for Customer, and the communicating of storage of data used by IMS solely for Customer, but does not include taxes based upon the net income of IMS. If any governmental body imposes on IMS a tax ("Impact Tax") that is applicable to the Insurance Administration Services performed by IMS under this Agreement and that Impact Tax significantly impacts the future profitability of Customer's Authorized Lines of Business, then IMS shall make a good faith effort to reduce the impact of the Impact Tax by exploring and pursuing commercially reasonable options to reduce the impact of the Impact Tax. E. IMS shall establish a custodial bank account on Customer's behalf to be used by IMS in performing the premium billing and collection payment obligations delineated in EXHIBITS I, II, AND III of this Agreement. Invoices prepared will be in Customer's name or as directed by Customer and will require all premiums to be sent to a post office box in Customer's name, or at Customer's option and expense, have all premiums deposited in a lock box by tape feed at Customer's expense. Customer hereby authorizes IMS, subject to Customer's prior written approval, to form such custodial bank account ("Custodial Account") on Customer's behalf. IMS will prepare bills for premiums due and transmit them in accordance with Customer's provided billing plan and guidelines in Customer's name and receive the premiums so billed on behalf of Customer (including installments, reminders, cancellations and pending notices). Postage charges and supplies are included in the fees delineated in SCHEDULE B of this Agreement. Account reconciliation and cash receipt, payment posting, deposit posting, overpay and underpay processing, and NSF processing will be handled by IMS. Cancellation notices will be sent for non-payment in accordance with Customer's provided guidelines and applicable laws and regulations. IMS will disburse funds from the premiums received on behalf of Customer for commission payments, return of premium, overpayments and policy cancellation or changes resulting in a return of premium. IMS will receive the monies due in trust under the Insurance Administration Services enumerated in EXHIBITS I, II, AND III of this Agreement and will remit to Customer on a daily basis the premiums received by IMS, less the disbursements made on behalf of Customer, and an amount necessary for IMS to perform the Insurance Administration Services on a day-to-day basis. IMS shall provide to Customer a monthly statement detailing any disbursements of funds under this Section. F. IMS will provide Customer with a statement ("Monthly Statement") each month detailing IMS' Service Fees and Miscellaneous Fees. Customer will provide IMS with written notice within three (3) Business Days of receipt of a Monthly Statement of any disputed amounts in such Monthly Statement. IMS will withdraw from the Custodial Account all undisputed Service Fees and Miscellaneous Fees. If IMS has not received written notice of any disputed amount from Customer within three (3) Business Days of Customer's receipt of a Monthly Statement, then IMS will withdraw the entire amount delineated on the Monthly Statement. If Customer disputes any amount listed on a Monthly Statement, then the parties will exercise best efforts to resolve the dispute within five (5) Business Days from the date Customer receives the Monthly Statement. Customer will not be required to maintain a balance greater than what is necessary for IMS to perform the Insurance Administration Services on a day-to-day basis and for IMS to pay fees and other charges to be paid IMS under the Agreement. IMS and Customer will mutually agree upon a formula for calculating the required balances. Customer agrees to promptly change the formula if a negative balance occurs, and Customer further agrees that Customer will be responsible for paying any charges, interest or penalties resulting from Customer's failure to maintain a positive balance. 8 9 All billing and installment fees and interest accrued on monies deposited in the Custodial Account will be the sole and exclusive property of Customer. Additionally, all Custodial Account service fees, including, but not limited to account maintenance, return item charges, ACH services, account reconciliation process ("ARP"), account repo investment, account research, etc., charged by the underlying financial institution in connection with the administration of said Custodial Account shall be the sole responsibility of the Customer and shall be deducted directly from the Custodial Account. IMS will submit statements to the Customer on a regular monthly basis for all charges incurred hereunder for the preceding month. Failure by Customer to pay all undisputed fees and expenses when due shall be considered a material breach of this Agreement. G. With the exception of the Minimum Operating Term and the first Extended Operating Term, prior to renewal of this Agreement for any Extended Operating Term, IMS may modify SCHEDULE B in its discretion to reflect any increase in the cost of providing the Insurance Administration Services (including, but not limited to statutory, regulatory, or judicial changes that require IMS to incur additional cost or expenses in performing the Insurance Administration Services) or to remain competitive with the rates currently being charged within the industry for like services. Any modification of SCHEDULE B shall be proposed to Customer at least six (6) months prior to the expiration of any Extended Operating Term. IMS shall modify Schedule B to reflect any increase or decrease in such costs. H. If costs arise during any term of this Agreement that were not anticipated by the parties at the time this Agreement was executed, then payment of such costs will be resolved as follows: (a) if the work or reason giving rise to the unanticipated cost is only for Customer's benefit, was requested or approved by Customer, then Customer will pay such costs and IMS shall not use such work product for other IMS customers; or; (b) IMS will pay such costs. I. Within sixty (60) calendar days after IMS provides internet access (which shall include deployment of the internet access into live production) to Customer's insurance sales agents for a particular Authorized Line of Business within an Authorized State in compliance with the Specifications ("60 Day Internet Access Milestone"), Customer shall ensure that within any monthly billing period a minimum of sixty percent (60%) of all new business that is processed by IMS for that Authorized Line of Business within the Authorized State is processed using the internet access and without the manual intervention of IMS, provided IMS is in material compliance with the material terms of this Agreement hereunder. If in any given monthly billing period, after the 60 Day Internet Access Milestone, more than forty percent (40%) of such new business for a particular Authorized Line of Business within an Authorized State is not processed by IMS via the internet access and with the manual intervention of IMS, then Customer shall retroactively pay IMS on a time and material basis (as specified in SCHEDULE B, Section V of this Agreement) for the manual processing of any new business that is in excess of the forty percent (40%) level. J. Within one hundred and twenty (120) days after IMS provides internet access (which shall include deployment of the internet access into live production) to Customer's insurance sales agents for a particular Authorized Line of Business within an Authorized State in material compliance with the Specifications ("120 Day Internet Access Milestone"), Customer shall ensure that within any monthly billing period a minimum of eighty percent (80%) of all new business that is processed by IMS for that Authorized Line of Business within the Authorized State is processed using the internet access and without the manual intervention of IMS, provided IMS is in material compliance with the material terms of this Agreement hereunder. If in any given monthly billing period, after the 120 Day Internet Access Milestone, more than twenty percent (20%) of such new business for a particular Authorized Line of Business within an Authorized State is not 9 10 processed by IMS via the internet access and with the manual intervention of IMS, then Customer shall retroactively pay IMS on a time and material basis (as specified in SCHEDULE B, Section V of this Agreement) for the manual processing of any new business that is in excess of the twenty percent (20%) level. K. Immediately upon deploying internet access into live production ("Internet Access") for a particular Authorized Line of Business within an Authorized State, IMS shall measure the average "down time" (between the hours of 9 AM to 9 PM EST) per Business Day of the Internet Access ("Average Daily Down Time") for that particular Authorized Line of Business within that Authorized State. The term "down time" shall be defined as any amount of time that Internet Access is not accessible in accordance with the Specifications to Customer or its insurance sales agents, except to the extent due to network failures outside of IMS' reasonable control. Then, on the four (4) week anniversary of the date that IMS provides Internet Access to Customer for an Authorized Line of Business within an Authorized State and on the last day of every subsequent four (4) week period ("Four Week Measuring Period") until the 120 Day Internet Access Milestone is reached, IMS shall compute a four (4) week rolling average of Average Daily Down Time ("Four Week Average Down Time"). If the Four Week Average Down Time is greater than ten percent (10%) of the total amount of time that the Internet Access is available to Customer and its insurance sales agents (between the hours of 9 AM to 9 PM every Business Day during any Four Week Measuring Period), then Customer shall be granted an additional amount of time ("Additional Compliance Days") to comply with the provisions of Section (H) and (I) of this Article as provided below:
--------------------------------------------- ---------------------------------------------- FOUR WEEK AVERAGE DOWN TIME ADDITIONAL COMPLIANCE DAYS --------------------------------------------- ---------------------------------------------- Less than 10% No Additional Compliance Days --------------------------------------------- ---------------------------------------------- Between 11% and 15% Five Additional Compliance Days --------------------------------------------- ---------------------------------------------- Additional increments of 5% Five Additional Compliance Days (i.e., between 16% and 20% shall entitle Customer to five Additional Compliance Days for a total of ten Additional Compliance Days) --------------------------------------------- ---------------------------------------------- Nothing in this Section K limits Customer's other remedies for IMS' breaches relating to down time.
ARTICLE VII. LICENSE, TRADE SECRET AND PROPRIETARY RIGHTS A. IMS, from time to time, may use its own proprietary computer software products and account servicing methods and procedures ("Proprietary System") which are identified, described or referenced in EXHIBIT I, II AND III hereto, in the performance of the Insurance Administration Services. During any term of this Agreement, IMS grants a personal, non-transferable, non-assignable, non-exclusive license to Customer (with the right to sub-license the Proprietary System to its appointed insurance sales agents in accordance with the limitations set forth in this Agreement) to use the Proprietary System solely in connection with the Insurance Administration Services to be performed by IMS under this Agreement. Provided that Customer is in material compliance with the material terms of this Agreement, IMS further grants Customer an option, exercisable by written notice to IMS, to license the Proprietary System on or before the end of the term of this Agreement pursuant to terms, conditions and license charges that are mutually agreeable to IMS and Customer. The parties hereby agree to make a good faith effort to complete a licensing agreement containing mutually agreeable and commercially reasonable terms, conditions and license charges, within twelve (12) months from the Effective Date of this Agreement; provided, however, that if the parties are unable to reach an agreement within twelve (12) months on a mutually acceptable licensing agreement, the Customer's option to license 10 11 the Proprietary System shall not expire (so long as Customer is in material compliance with the material terms of this Agreement) and the parties shall continue to make a good faith effort to complete a licensing agreement containing mutually agreeable and commercially reasonable terms, conditions, and license charges. For the purposes of this Article, the term "commercially reasonable terms, conditions, and license charges" shall mean terms, conditions and license charges that are substantially similar to terms, conditions and license charges that are being offered to any IMS client (if any) or within the insurance computer software licensing industry for substantially similar proprietary computer software products and account servicing methods. IMS agrees that it will not, during or after the term hereof, sell, license, sublicense, or otherwise make available any modification or enhancement to the Proprietary System that IMS specifically designs and develops for Customer pursuant to this Agreement and/or EXHIBIT I, II, AND III of this Agreement and during the any term of the Agreement ("IMS/Customer Exclusive Modification") to any other customer of IMS without Customer's prior written consent. Notwithstanding the foregoing, only those modifications and enhancements to the Proprietary System or part thereof (including, but not limited to, modifications and enhancements made during the Implementation Period) that are specifically marked with the legend "IMS/Customer Exclusive Modification" (as, upon mutual agreement of IMS and Customer, will be documented by IMS within the System Development Life Cycle) will be considered an IMS/Customer Exclusive Modification. IMS and Customer agree that the parties shall act in a commercially reasonable manner in determining whether any modification or enhancement to the Proprietary System is "proprietary" or "exclusive" to Customer and thus shall be marked as a "IMS/Customer Exclusive Modification". If the parties are unable to reach an agreement as to whether a modification or enhancement to the Proprietary System is "proprietary" or "exclusive" and thus should be deemed an IMS/Customer Exclusive Modification, either party may resolve that dispute in accordance with the dispute resolution procedures contained within Article XII of this Agreement. Further, no provision within this Agreement shall be interpreted as prohibiting IMS from selling or licensing its Proprietary System, or modifications and enhancements to the Proprietary System (not specifically designed or developed for Customer pursuant to the terms of this Agreement and not specifically marked "IMS/Customer Exclusive Modification"), to any other customer or prospective customer of IMS, so long as Customer's Confidential Information is not disclosed. B. IMS, from time to time, may also use proprietary third party computer software products and third party account servicing methods and procedures ("Third Party Proprietary System"), which are identified, described or referenced in EXHIBIT I, II AND III hereto (including the principal Commercial Lines Workers Compensation and other processing software) in the performance of the Insurance Administration Services. During the term of this Agreement, IMS will utilize a Third Party Proprietary System ("WC Software") to perform the principal processing functions in connection with the Commercial Lines Workers Compensation Insurance Administration Services set forth in EXHIBIT III hereto, and (provided that Customer is in material compliance with the material terms of this Agreement) Customer shall be granted an option to license such WC Software, on or before the termination of this Agreement, pursuant to the third-party vendor's then current terms, conditions and license charges therefor. IMS agrees that it will not, during or after the term hereof, sell, license, sublicense, or otherwise make available any modification or enhancement to the Third Party Proprietary System that IMS specifically designs and develops for Customer pursuant to this Agreement and/or EXHIBIT I, II, AND III of this Agreement and during the any term of the Agreement ("Third Party Exclusive Modification") to any other customer of IMS without Customer's prior written consent. Notwithstanding the foregoing, only those modifications and enhancements to the Third Party Proprietary System or part thereof (including, but not limited to, modifications and enhancements made during the Implementation Period) that are specifically marked with the legend "Third Party Exclusive Modification" (as, upon mutual agreement of IMS and Customer, will be documented by IMS within the System Development Life Cycle) will be 11 12 considered a Third Party Exclusive Modification. IMS and Customer agree that the parties shall act in a reasonable manner in determining whether any modification or enhancement to the Third Party Proprietary System is "proprietary" or exclusive" to Customer and thus shall be marked as a "Third Party Exclusive Modification". If the parties are unable to reach an agreement as to whether a modification or enhancement to the Third Party Proprietary System is "proprietary" or "exclusive" and thus should be deemed an Third Party Exclusive Modification, either party may resolve that dispute in accordance with the dispute resolution procedures contained within Article XII of this Agreement. Further, no provision within this Agreement shall be interpreted as prohibiting IMS or the Third Party Proprietary System vendor from selling or licensing the Third Party Proprietary System, or modifications and enhancements to the Third Party Proprietary System (not specifically designed or developed for Customer pursuant to the terms of this Agreement and not specifically marked "Third Party Exclusive Modification"), to any other customer or prospective customer of IMS, so long as Customer's Confidential Information is not disclosed. C. Other than the limited rights to use the Proprietary System and Third Party Proprietary System, this Agreement grants to Customer no right to possess or reproduce, down load, reverse engineer, or obtain any other interest in, the Proprietary System and the Third Party Proprietary System or their specifications in any tangible or intangible medium. Customer may not mortgage, hypothecate, sell, assign, pledge, lease, transfer, license, or sublicense the Proprietary System or any Third Party Proprietary System, nor allow any person, firm, or corporation to transmit, copy, reproduce, download, reverse engineer, or obtain any other interest in the Proprietary System or any Third Party Proprietary System or their specifications in whole or in part. In the event Customer shall come into possession of the source or object code associated with Proprietary System or any Third Party Proprietary System, Customer shall immediately notify IMS and return the source or object code associated with Proprietary System or a Third Party Proprietary System in its possession and all copies of any kind thereof to IMS upon IMS' request. D. Customer covenants and agrees not to disclose or otherwise make the Proprietary System or any Third Party Proprietary System available to any person other than employees, insurance sales agents or representatives of the Customer required to have access or use of the Proprietary System or Third Party Proprietary System to facilitate IMS' or Customer's performance under this Agreement. Customer agrees to obligate each such employee, appointed insurance sales agent or representative to a level of care sufficient to protect the Proprietary System or a applicable Third Party Proprietary System from unauthorized disclosure. E. IMS warrants and represents that it owns, or is licensed with respect to, all Proprietary Systems and Third Party Proprietary Systems that it will employ in the performance of this Agreement and that it has the right to grant the rights herein provided. F. With regard to any IMS proprietary computer software products ("Software Products"), which make up part of the Proprietary System and are licensed to Customer under this Article, IMS agrees that it will deposit the source code, including all program notes and annotations (if any) and required development and maintenance tools ("Source Code") for the Software Products (and any updates, modifications or enhancements) with an escrow agent ("Escrow Agent") acceptable to Customer and IMS. If this Agreement is terminated pursuant to Article VIII (B) (a), Customer shall have the right to obtain a single copy of the then current version of the Source Code from the Escrow Agent. The Source Code obtained by Customer pursuant to this Article shall be subject to the same restrictions and limitations imposed upon Customer regarding its use of the Proprietary System, which restrictions and limitations shall survive the termination of this Agreement. Further, with regards to WC Software, IMS agrees that it will require its WC Software third party vendor ("WC Vendor") to deposit the WC Software source code ("WC Source 12 13 Code") for the WC Software (and any updates, modifications or enhancements) with an escrow agent ("WC Escrow Agent") acceptable to IMS and the WC Vendor. If the WC Vendor is declared insolvent or bankrupt, commences or has commenced against it a proceeding in bankruptcy not dismissed within sixty (60) days of commencement, IMS shall have the right to obtain a single copy of the then current version of the WC Source Code from the WC Escrow Agent. G. The obligations of Customer and IMS under this Article shall continue after this Agreement is terminated. ARTICLE VIII. TERMINATION A. Either party may terminate this Agreement at the end of the Minimum Operating Term or at the end of any Extended Operating Term, provided the terminating party gives the other party at least six (6) months prior written notice of such termination. B. This Agreement shall also terminate: (a) at the election of the Customer, upon notice to IMS, if IMS becomes insolvent, if it makes an assignment for the benefit of its creditors, if a petition for relief under the Bankruptcy Code is filed by or against it and it is not dismissed within thirty (30) days of being filed, or if a trustee, receiver or other custodian of its assets is appointed; (b) at the election of IMS, upon notice to Customer, if Customer becomes insolvent, if it makes an assignment for the benefit of its creditors, if a petition for relief under the Bankruptcy Code is filed by or against it and it is not dismissed within thirty (30) days of being filed, or if a trustee, receiver or other custodian of its assets is appointed; (c) at the election of the Customer, upon notice to IMS, if IMS commits any of the following acts or omissions in the performance of any material term of this Agreement: actual fraud, or willful misconduct (which includes, but is not limited to, willful violation of any material covenant of this Agreement, or willful violation of any material State Insurance Department regulation or statutory provision applicable to IMS); (d) at the election of the Customer, if IMS materially breaches any provision of this Agreement and fails to cure such breach within sixty (60) days after notice thereof is given to IMS by the Customer; (e) at the election of IMS, if Customer materially breaches any provision of this Agreement and fails to cure such breach within sixty (60) days after notice thereof is given to Customer by IMS (except for Customer's failure to pay any and all fees and expenses due under Article VI of this Agreement, in which case Customer must cure such breach within thirty (30) days after notice thereof is given to Customer by IMS); or (f) at the election of the Customer, upon notice to IMS, in the event of a "Change of Control" of IMS, unless (i) IMS has provided Customer sixty (60) days advance notice of the proposed Change of Control and (ii) Customer has agreed in writing to such Change of Control. C. Except for termination of this Agreement under Article VIII.A. (a), (b) and (f), either party may contest a ground for termination asserted against it by initiating a dispute resolution procedure under Article XII within 30 days after receiving a notice of termination. In such case this Agreement will not terminate, and the parties will continue performing, unless 13 14 and until the allegedly defaulting party fails to comply with a final award against it under such dispute resolution procedure within 15 days after it is rendered. D. On expiration or termination of this Agreement, IMS shall return to Customer all of Customers Confidential Information, either in electronic or hard copy form, in IMS' possession and delete any electronic copies thereof related to the Insurance Administration Services provided by IMS during any term of this Agreement; Customer shall do the same and cause Customer's agents, representatives, consultants and employees to do the same relative to IMS' Confidential Information. Customer shall pay IMS (in accordance with SCHEDULE B then in effect) any and all Service Fees, miscellaneous fees and third party fees due IMS for Insurance Administration Services performed prior to the termination date this Agreement. IMS and Customer shall cooperate in any transition period during the wind-up of Insurance Administration Services provided Customer under this Agreement. If Customer requires assistance in converting Customer's data to a new format, or requires assistance from IMS relative to Customer's transition to an alternative processing arrangement, then IMS shall provide such services at the then current rates in Section V of SCHEDULE B. (except in the case where IMS is finally adjudicated by a court or Arbitration Board as being in material breach of this Agreement in accordance with Article VIII.B.(d) and Customer terminates this Agreement for such material breach in accordance with Article VIII.B.(d), then IMS will provide such data conversion services at IMS' sole expense). ARTICLE IX. WARRANTIES AND COVENANTS IMS covenants that: (a) all Insurance Administration Services shall materially conform to the descriptions set forth in EXHIBITS I, II AND III of this Agreement; (b) all Insurance Administration Services shall be performed in a good and workmanlike manner; (c) all Insurance Administration Services shall be performed by persons who are adequately trained and skilled in the property and casualty insurance and computer industries to provide the same in accordance with the requirements of this Agreement and such persons shall be equipped with the tools, software and other equipment necessary to perform the Insurance Administration Services; and (d) IMS will comply with the law of the state or states covered by this Agreement and with the rules and regulations of all regulatory authorities having jurisdiction over IMS' activities, and shall, whenever necessary, maintain at its own expense all required licenses to transact business in such states. IMS warrants to Customer that (a) IMS has the right to grant the license to the Proprietary System used to perform the Insurance Administration Services and, that the rights to such Proprietary System granted hereunder will not infringe upon or misappropriate a third party's copyright, patent, or trade secret rights; (b) IMS is duly authorized and incorporated to transact the business of servicing insurance companies; and (c) the express warranties provided here and elsewhere in this Agreement are IMS' only warranties and no other warranty, express or implied, including any warranty of merchantability, fitness or fitness for a particular purpose, will apply to the provision of Insurance Administration Services under this Agreement. ARTICLE X LIABILITY, LIMIT OF LIABILITY, INDEMNITIES AND REMEDIES A. The parties shall assume the following obligations and liabilities as specified below and subject to the limitations on liability set forth in Paragraph B below: (a) If, due to IMS' substantial fault, Customer is required to pay a penalty, settlement or fine resulting from an insurance regulatory inquiry of the Insurance Administration Services, then IMS will reimburse Customer for such fine, settlement, and/or penalty; (b) IMS shall indemnify, defend and hold harmless Customer, its officers, and directors from any liability, cost, loss, fine, penalty, claim, demand, damage or expense, including reasonable attorney fees, incurred as a result of any material breach of IMS' 14 15 obligations under this Agreement or the material breach of any representation or warranty made pursuant hereto; (c) Customer shall indemnify, defend and hold harmless IMS, its officers, and directors from any liability, cost, loss, fine, penalty, claim, demand, damage or expense, including reasonable attorney fees, incurred as a result of any material breach of Customer's obligations under this Agreement or the material breach of any representation or warranty made pursuant hereto; (d) If: (i) in any given four (4) week rolling period ("Initial Deficient Service Period"), due to IMS' substantial fault, performance of the Insurance Administration Services within an Authorized Line of Business falls outside of one or more of the "Service Standard Levels" for that Authorized Line of Business (as set forth in EXHIBIT I, II, OR III); and (ii) due to IMS substantial fault IMS does not re-establish performance within the next immediately four (4) week rolling period ("Subsequent Service Period") for that Authorized Line of Business; then, thereafter, for so long as the Insurance Administration Services for that Authorized Line of Business fail to comply with any material part of the Service Standards Levels for that Authorized Line of Business, due to IMS substantial fault, Customer may withhold ___*___ of the Service Fees due under SCHEDULE B for that particular Authorized Line of Business ("ServiceHoldback") for all subsequent four (4) week rolling periods ("Deficient Service Period"), until IMS re-establishes the Insurance Administration Services, for that Authorized Line of Business, within the related Service Standard Levels, for that particular Authorized Line of Business, for a complete four (4) week rolling period. After any Deficient Service Period, if the Insurance Administration Services for an Authorized Line of Business comply with the Service Standard Levels for that Authorized Line of Business for a complete four (4) week rolling period, then Customer shall immediately remit all amounts previously withheld as a Service Holdback for that Authorized Line of Business, subject to any allowance for "Liquidated Damages" as specified below. If IMS fails to bring the Insurance Administration Services for an Authorized Line of Business within the Service Standard Levels for that Authorized Line of Business during the four (4) week rolling period immediately following any Deficient Service Period (not including the Initial Deficient Period and the Subsequent Service Period), Customer will be entitled to retain as "Liquidated Damages", ___*___ of all amounts withheld as a Service Holdback for that Authorized Line of Business during that Deficient Service Period. Notwithstanding the foregoing, if the parties anticipate IMS will be out of compliance with the Service Standard Levels for a particular Authorized Line of Business due to a material increase in IMS work load in any given four (4) week rolling period for that Authorized Line of Business, then IMS may request and Customer shall send, subject to availability, the necessary Customer personnel ("Overload Personnel") to IMS' service center to cooperate with and assist IMS in re-establishing or maintaining Service Standard Levels for that Authorized Line of Business. IMS will reimburse Customer for Customer's direct costs (including related salaries and travel expenses of the Overload Personnel during their period of service to IMS) incurred in providing such assistance, but only to the extent actually used by IMS. In addition to the reimbursement of salary and travel expenses of the Overload Personnel, IMS shall pay Customer a ___*___ override on any salary reimbursements that it may pay Customer for Overload Personnel utilized by IMS pursuant to this Section. IMS acknowledges: (a) that the Service Standards Levels set forth in EXHIBIT I, II, AND III are only intended to gauge the service levels and do not relieve IMS of its obligation to perform the Insurance Administration Services in accordance with this Agreement and applicable laws and regulations, and (b) that the liquidated damages herein do not limit Customer's right to terminate this Agreement as herein provided. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 15 16 B. Except for: (i) Service Fees and other amounts owed to IMS by Customer in consideration of IMS providing the Insurance Administration Services, miscellaneous services or third party services; (ii) acts of fraud, or willful misconduct; (iii) IMS' obligations to indemnify Customer pursuant to Paragraph C and D below; (iv) amounts payable by IMS under Article XIII of this Agreement; and (v) violations of Article VII of this Agreement; each party's maximum liability ("Maximum Liability") to the other party for any cause whatsoever, during any one calendar year (including, but not limited to, amounts payable to Customer by IMS for regulatory fines, settlements and penalties) shall be limited to direct damages incurred by that party and shall be limited to the greater of: (a) ___*___ of the Service Fees actually paid to IMS under SCHEDULE B during the calendar year in which the direct damages were suffered by a party; or (b) ___*___ each such calendar year. To the extent that a penalty, settlement or fine (for which IMS is required to assume liability under this Article) relates back to a certain policy, the penalty, assessment or fine shall have been deemed to be paid on the effective date that the policy was issued by IMS under this Agreement and the damage shall be deemed to be suffered during that same calendar year. This Article shall survive any termination of this Agreement. C. IMS shall indemnify and defend Customer, and its officers, directors, employees, agents, and Affiliates, at IMS' sole cost (including reasonable attorney's fees), for any final (non-appealable) judgment recovered against Customer finding that the right granted by IMS to Customer to use the Proprietary System in connection with this Agreement infringed upon or misappropriated a third party's copyright, patent, or trade secret rights; provided, however, that Customer gives IMS prompt written notice from Customer's receipt of such claim. D. IMS shall indemnify and defend Customer, and its officers, directors, employees, agents, and Affiliates, at IMS' sole cost (including reasonable attorney's fees), for any settlement recovered against Customer finding that the right granted by IMS to Customer to use the Proprietary System in connection with this Agreement infringed upon or misappropriated a third party's copyright, patent, or trade secret rights; provided, however, that Customer gives IMS prompt written notice from Customer's receipt of such claim. Customer may participate in the negotiation of any proposed settlement, however, Customer shall not make, agree to or execute any settlement (for which Customer is indemnified by IMS hereunder) without IMS prior written approval. E. If data is processed in error due to an error or defect in the Insurance Administration Services provided by IMS, then upon IMS receiving notice of such error or defect, IMS shall reprocess such data without charge to Customer. F. All parties agree to promptly give the other notice upon being notified or becoming aware of any and all allegations or claims, which could give rise to a claim under this Article. ARTICLE XI. GENERAL AGREEMENTS A. This Agreement in all matters arising thereunder shall be governed by and determined in accordance with the laws of the State of New York. B. The parties shall not liable or deemed to be in default or "substantial fault" for any delay or failure in performance under this Agreement or interruption of the Insurance Administration Services resulting, directly or indirectly, from an external act outside of the control of IMS, including, but not limited to: acts of God, civil or military authority, labor disputes, shortages of suitable parts, materials, labor or transportation or any similar cause beyond the reasonable control of the parties. Notwithstanding the foregoing, IMS shall make a good faith effort to explore and pursue commercially reasonable alternatives that may be available to eliminate the delay, failure or interruption caused by the external * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 16 17 act. IMS acknowledges that it has a detailed emergency recovery plan for interruption of the Insurance Administration Services and has contracted with an emergency "Hot Site". IMS shall follow its recovery plan, which provides recovery priority to "Production Customers" and is designed to re-establish the Insurance Administration Services following a disaster causing an interruption thereof. IMS acknowledges that Customer is a Production Customer. Customer acknowledges that the Hot Site is only a temporary bridge and that there may be a diminution in the performance levels of the Insurance Administration Services (but IMS will make a good faith effort, under the circumstances, to meet IMS' goal of re-establishing, at a minimum, quoting, rating and policy issuance services for Production Customers within 72 hours of a disaster) until the main data center capabilities are re-established. Once Service Fees paid by Customer to IMS under this Agreement, during one (1) calendar year, exceed ___*___, Customer and IMS shall mutually agree on a disaster recovery plan that shall be exclusive to Customer. C. Customer and IMS agree that, during any term of this Agreement and for a period of six (6) months following the termination of this Agreement, neither party will directly or indirectly induce any employee of the other to terminate his or her employment with the other party; nor will either, without prior written consent of the other, offer employment to any employee of the other party or to former employees of the other party during the six (6) month period immediately following such employee's termination. This Paragraph shall survive termination of this Agreement. D. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein may not be delivered via the e-mail but shall be given in writing by hand delivery, by overnight carrier, by registered or certified mail or by facsimile transmission and shall be addressed as follows: As to Customer: Cybercomp by Reliance National A Reliance National Group Holdings Company Crossroads Corporate Center 3150 Brunswick Pike, Suite 130 Lawrenceville, NJ 08648, Fax Number: (609) 434-5902 Attention: Executive Vice President As to IMS: Insurance Management Solutions, Inc. 360 Central Avenue, 16th Floor St. Petersburg, FL 33701 Fax Number: (727) 823-6518 Attention: President Notices sent by hand delivery should be deemed effective on the date of that hand delivery. Notices sent by overnight carrier should be deemed effective on the next Business Day after being placed into the hands of the overnight carrier. Notices sent by registered or certified mail shall be deemed effective on the fifth Business Day after being deposited into the post office. Notices sent by facsimile transmission shall be deemed to be effective on day when sent if sent prior to 4:30 p.m. (the time being determined by the time zone of the recipient), otherwise they shall be deemed effective on the next Business Day. E. This Agreement, and any exhibits, schedules or addenda attached hereto, contains all of the prior oral and/or previously written agreements, representations, and arrangements between the parties hereto. There are no representations or warranties other than those set forth herein. No change or modification of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto. All schedules, addendum * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 17 18 of any kind, or attachments to this Agreement shall be made a part of this Agreement and shall be subject to all terms and conditions of this Agreement. Article V (B), VII, X, XI (C) shall survive any termination of this Agreement. F. Words of a gender used in this Agreement shall be held to include any other gender, the words in a singular number held to include the plural, when the sentence so requires. Article headings are intended for purposes of description only and shall not be used for purposes of interpretation of this Agreement. G. Should any part of this Agreement for any reason be declared invalid, such decision shall not effect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if the Agreement had been executed with the invalid portion thereof eliminated. It is, therefore, declared the intention of the parties hereto that each of them will have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared void. H. If either party should bring a Court action alleging breach of this Agreement or seeking to enforce, rescind, renounce, declare, void or terminate this Agreement or any provisions thereof, the prevailing party shall be entitled to recover all of its legal expenses, including reasonable attorney's fees and costs (including legal expenses for any appeals taken), and to have the same awarded as part of the judgement in the proceeding in which such legal expenses and attorney's fees were incurred. I. Neither IMS nor Customer shall assign this Agreement or any of its rights hereunder without the prior written consent of the non-assigning party, except that Customer may assign this Agreement to a purchaser of all or substantially all of its assets or equity. A Change of Control of either party shall constitute an assignment. Upon written approval by IMS, which written approval shall not unreasonably be withheld, Customer and its assigns may assign this Agreement to any Affiliate of Customer, whether by direct assignment, Change of Control, or any other manner. J. The parties agree not to disclose the terms and conditions of this Agreement to any third party, except (i) as required in the normal conduct of Customer's business, or (ii) as required by law or regulation including without limitation, any Federal securities law, or regulation. ARTICLE XII. DISPUTE RESOLUTION PROCEDURES A. Prior to initiation of arbitration, the parties will attempt in good faith to promptly resolve any material dispute regarding this Agreement by negotiations between senior management ("Senior Management") of the parties. Senior Management of each party will meet within ten (10) calendar days of notice ("Notice of Dispute") by a party of the existence of a material dispute, at a mutually agreed time and place, to resolve the material dispute. Senior Management, who shall have the authority to settle the dispute, shall prepare and exchange memoranda stating the issues in the material dispute and their positions. If the material dispute is not resolved to the mutual satisfaction of the parties within seven (7) calendar days of the meeting of Senior Management, then the parties may attempt to resolve the controversy using mediation. B. If the matter has not been resolved pursuant to the aforesaid mediation procedure within thirty (30) calendar days of the issuance of a party of a Notice of Dispute, or if either party will not participate in mediation, then either party may initiate arbitration upon fifteen (15) calendar days written notice to the other party. Notwithstanding the foregoing, all deadlines specified above may be extended upon mutual agreement of the parties. 18 19 C. Except for the right of either party to apply to a court of competent jurisdiction for review of the award of arbitration, for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, or disputes relating to breach of the confidentiality, non-disclosure or trade secret provisions of this Agreement, all claims, disputes, controversies and other matters relating to breach of this Agreement, and which cannot be resolved by the parties shall be settled by arbitration in accordance with this Agreement. D. Notice requesting arbitration ("Arbitration Notice"), or any other notice made in connection therewith, shall be made in writing by one party and sent by certified mail, return receipt requested, to the other party. The Arbitration Notice shall state in particular all issues to be resolved in the view of the complaining party, shall appoint the arbitrator selected by the complaining party and shall set a tentative date for the hearing, which date shall be no sooner than forty-five (45) calendar days and no later than ninety (90) calendar days from the date that the Arbitration Notice is mailed. Within twenty (20) calendar days of receipt of the complaining party's Arbitration Notice, the respondent shall notify the complaining party of the location for conducting arbitration and the name of its appointed arbitrator. When the two arbitrators have been appointed, they shall agree on a third independent arbitrator and shall appoint such person by written notice to the parties signed by both arbitrators within thirty (30) calendar days from the date of the appointment of the second arbitrator. If the two arbitrators fail to agree upon the appointment of an independent arbitrator at the end of thirty (30) calendar days following the appointment of the second arbitrator, then the independent arbitrator shall be appointed by the American Arbitration Association ("AAA"), or its successor, in accordance with its then prevailing commercial arbitration rules then in effect. The three (3) arbitrators shall constitute the Arbitration Board ("Board"). E. The members of the Board shall be active or retired (i) lawyers or professionals familiar with insurance and/or (ii) active or former officers or management employees of insurance and/or data processing firms and/or software development companies. The person selected by the two respective arbitrators appointed by the parties shall be the umpire or chief arbitrator and must be a lawyer. F. Arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association ("AAA") then in effect except as modified herein. G. The parties agree that all then current employees of each with material relevant information will be voluntarily produced, at the employer's expense, for all proper discovery and arbitration hearings. H. The cost of the arbitration relative to the arbitrators and the AAA ("Costs") shall be borne equally pending the arbitrators' award. Each party shall bear its own expenses for attorneys' fees. The prevailing party in any arbitration proceeding hereunder shall be entitled, in addition to such other relief as may be granted, to recover the portion of the Costs incurred by that party in connection with arbitration under the Agreement prior to the award. I. The parties agree that the arbitrators shall be required to render their decision in writing within thirty (30) calendar days of the conclusion of the arbitration proceedings, unless such time shall be extended by mutual agreement of the parties. J. With respect to any matter brought before the Board, the Board shall make a decision having regard to the intentions of the parties, the terms of this Agreement, and custom and usage of the insurance and data processing industry. Such decisions shall be in writing and shall state the findings of fact and conclusions of law upon which the decision is based, provided that such decision may not (i) award consequential, punitive, special, 19 20 incidental or exemplary damages, or (ii) include a suspension of this Agreement or any provisions hereof. The decision shall be based exclusively upon the evidence presented by the parties at a hearing in which evidence shall be allowed. Said decisions may be reviewable and vacated, modified or corrected, in whole or in part, by appropriate courts of competent jurisdiction for clear abuses of discretion or errors at law by the Board. If the decision is not vacated, modified, or corrected in whole or in part upon an appeal, such decision shall be final and binding upon all parties to the proceeding and may be entered by either party in any court having competent jurisdiction. ARTICLE XIII. ADDITIONAL AUTHORIZED STATES AND AUTHORIZED LINES OF BUSINESS - SYSTEM ENHANCEMENT PROJECTS A. If Customer requests that IMS initiate a project (related to the Insurance Administration Services) that will require IMS to materially deviate its systems from the system functionality currently in use by IMS ("System Enhancement Project"), IMS will provide Customer, on a timely basis, with an estimate of the time and costs required to complete such System Enhancement Project along with a detailed description and project plan of the change(s) requested. The detailed description of the project, the project plan and the estimated completion date ("Project Completion Date") of the System Enhancement Project will be subject to Customer's approval in writing in its discretion, prior to any work being performed by IMS. B. If a System Enhancement Project is authorized by Customer and IMS fails to complete a System Enhancement by the designated Project Completion Date, IMS will be subject to liquidated damages as specified in "the "Matrix" contained in APPENDIX F. Notwithstanding the foregoing, the above Matrix shall only apply to System Enhancement Projects that require more than one hundred (100) man-hours of time to complete. Further, the Customer acknowledges and agrees that delays in delivery of required documentation, data and/or information by Customer may result in a similar delay in completing a System Enhancement Project within the designated Project Completion Date. Accordingly, if Customer's fails to provide to IMS the required documentation, data or information within the date that was mutually agreed to prior to the initiating of the System Enhancement Project, then the designated Project Completion Date of the System Enhancement Project shall be extended in accordance with APPENDIX "G". The parties acknowledge that Customer's projected damages from delay are difficult to ascertain and that the amounts in the Matrix are reasonable approximations of such damages. 20 21 IN WITNESS WHEREOF, the parties hereto by their respective duly authorized representatives have executed this Agreement to be effective as of the 3rd day of May, 2000. "IMS": "Customer": INSURANCE MANAGEMENT SOLUTIONS, INC. RELIANCE INSURANCE COMPANY By: /s/ D. M. HOWARD By /s/ MARK BENSON - ------------------------------------ ------------------------------------- D. M. HOWARD MARK BENSON As its: PRES/CEO As its: EVP - ------------------------------------ ------------------------------------- Date: 5/3/2000 Date: 5/2/2000 - ------------------------------------ ------------------------------------- WITNESS: WITNESS: /s/ Wendy G. Jordan 5/3/2000 /s/ George Kowalsky 5/2/2000 - ------------------------------------ ------------------------------------- 21 22 SCHEDULE "A" - AUTHORIZED STATES AND INSURANCE PROGRAM SCHEDULE "B" - FEE SCHEDULE EXHIBIT 1 - COMMERCIAL LINES BUSINESS OWNER PROGRAM EXHIBIT 2 - COMMERCIAL LINES UMBRELLA PROGRAM EXHIBIT 3 - COMMERCIAL LINES WORKERS COMPENSATION PROGRAM APPENDIX "A" - BUSINESS OWNER STATE ROLLOUT PLAN APPENDIX "B" - UMBRELLA STATE ROLLOUT PLAN APPENDIX "C" - WORKERS COMPENSATION ROLLOUT PLAN APPENDIX "D" - OVERALL GOALS AND OBJECTIVES OF CYBERCHOICE (BOP) PROGRAM APPENDIX "E" - CUSTOMER REQUIREMENTS FOR DOCUMENTATION APPENDIX "F" - IMS SYSTEM ENHANCEMENT LIQUIDATED DAMAGES SCHEDULE APPENDIX "G" - SYSTEM ENHANCEMENT EXTENSION SCHEDULE APPENDIX "H" - SYSTEM DEVELOPMENT LIFE CYCLE 22 23 SCHEDULE A AUTHORIZED STATES AND INSURANCE PROGRAM IMS shall provide Insurance Administration Services as described in EXHIBITS I, II AND III for the following authorized line(s) of business ("Authorized Line of Business") in the following authorized state(s) ("Authorized States"): 1. AUTHORIZED LINE OF BUSINESS: Commercial Lines: Business Owners Policy (BOP) including Building, Personal Property, and General Liability. AUTHORIZED STATES: The initial authorized state to be implemented will be ___*___. The next ___*___ states will be: ___*___. The next ___*___ states will be: ___*___, followed by ___*___. 2. AUTHORIZED LINE OF BUSINESS: Commercial Umbrella AUTHORIZED STATES: All ___*___, the ___*___ and ___*___. 3. AUTHORIZED LINE OF BUSINESS: Workers' Compensation/Employers' Liability AUTHORIZED STATES: All ___*___, ___*___ and ___*___. 4. IMS SERVICES CENTERS: IMS shall provide the Insurance Administration Services defined above primarily at IMS' St. Petersburg/Tampa, Florida Service Center location; or for data processing services only, at IMS' Bozeman, Montana Service Center, or with Customers' prior written approval, at another comparable IMS Service Center. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 23 24 SCHEDULE B BUSINESS OWNERS, COMMERCIAL UMBRELLA AND WORKERS COMPENSATION/EMPLOYERS' LIABILITY SERVICE FEES SECTION I IMPLEMENTATION SERVICE CHARGES Customer shall pay IMS an "Implementation Charge" equal to $___*___ in consideration of IMS implementing the Insurance Administration Services to be performed under this Agreement. All data center charges associated with implementing the base system are included in the Implementation Charge. Customer will pay IMS $___*___ of the Implementation Charge upon execution of the Agreement and the remaining balance of the Implementation Charges as follows:
- --------------------------------------------------------------------------------------------------- The Customer shall pay IMS the following portion of the Implementation Charge, totaling ___*___, upon the completion and Acceptance of each defined "mid point" delineated in the Rollout Plans (APPENDIX A, B, AND C) for each Authorized Line of Business: Authorized Line of Business Portion of Implementation Charge Amount - --------------------------------------------------------------------------------------------------- Business Owners (Appendix A) * * Commercial Umbrella (Appendix B) * * Workers' Compensation (Appendix C) * * - --------------------------------------------------------------------------------------------------- TOTAL * * - ---------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------- The Customer shall pay IMS the remaining portion of the Implementation Charge, totaling ___*___, upon the completion and Acceptance of each Rollout Plan (APPENDIX A, B, AND C) for each Authorized Line of Business: Authorized Line of Business Portion of Implementation Charge Amount - --------------------------------------------------------------------------------------------------- Business Owners (Appendix A) * * Commercial Umbrella (Appendix B) * * Workers' Compensation (Appendix C) * * - --------------------------------------------------------------------------------------------------- TOTAL * * - ---------------------------------------------------------------------------------------------------
SECTION II DEFINITIONS The following words will have the following meanings: 1. "Adjusted Net Direct Written Premium" ("NDWP") shall equal the gross amount of direct written premium (including increases thereto resulting from endorsements and premium audits) processed by IMS for a particular Authorized Line of Business, in a month, less the amount of reductions due to cancellations, endorsements and premium audits in such month for such Authorized Line of Business. 2. "Total Inception to Date NDWP" will mean the current sum total of Customer's monthly NDWP for a particular Authorized Line of Business, as measured Inception to Date (from the Effective Date of this Agreement). * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 24 25 3. "Charge Size" will mean the appropriate vertical column in the Charge Factor Table below, for each Authorized Line of Business, to be determined by the Customer's Total Inception to Date NDWP for that particular Authorized Line of Business. 4. "Charge Factor" will mean the appropriate percentage of premium to be paid IMS, for Insurance Administration Services rendered for a particular Authorized Line of Business, based upon the Charge Size and the Monthly Average Policy Premium for that particular Authorized Line of Business. 5. "Monthly Average Policy Premium" will mean the appropriate horizontal row in the Charge Factor Table below, for each Authorized Line of Business, to be determined by dividing the sum of the NDWP processed by IMS in a given month for that particular Authorized Line of Business by the number of new and renewal policies processed in such month for that particular Authorized Line of Business. SECTION III INSURANCE ADMINISTRATIVE SERVICES - SERVICE FEE SCHEDULE Customer shall pay IMS a monthly servicing fee ("Service Fee"), for all Insurance Administration Services rendered by IMS pursuant to this Agreement. The Service Fees will be calculated as follows: 1. The appropriate Charge Size for that particular Authorized Line of Business, for each month will be identified. 2. The Monthly Average Policy Premium will be calculated and the corresponding Charge Factor in the Charge Size Column, for that particular Authorized Line of Business, will be identified. 3. Each Service Fee, for a particular Authorized Line of Business, will equal the product resulting from multiplying the Charge Factor in the Charge Factor Table (at the intersection of the Average Monthly Policy Premium row and the Charge Size column) times the NDWP processed by IMS for the month for that particular Authorized Line of Business.
- ------------------------------------------------------------------------------------------------------------- BUSINESS OWNERS CHARGE FACTOR TABLE CHARGE SIZE (BASED ON TOTAL INCEPTION TO DATE NDWP) - ------------------------------------------------------------------------------------------------------------- Monthly Average * * * * * Policy Premium - ------------------------------------------------------------------------------------------------------------- ___*___ * * * * * - ------------------------------------------------------------------------------------------------------------- ___*___ * * * * * - ------------------------------------------------------------------------------------------------------------- ___*___ * * * * * - -------------------------------------------------------------------------------------------------------------
Any reduction in the applicable Charge Factor, resulting from the attainment of a certain level of Total Inception to Date NDWP production level as specified above, shall only be applicable to * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 25 26 business processed by IMS after Customers' Total Inception to Date NDWP production reaches that certain specified level.
- ------------------------------------------------------------------------------------------------------------- COMMERCIAL UMBRELLA CHARGE FACTOR TABLE CHARGE SIZE BASED ON TOTAL INCEPTION TO DATE NDWP - ------------------------------------------------------------------------------------------------------------- Monthly * * * Average Policy Premium - ------------------------------------------------------------------------------------------------------------- ___*___ * * * - ------------------------------------------------------------------------------------------------------------- ___*___ * * * - ------------------------------------------------------------------------------------------------------------- ___*___ * * * - -------------------------------------------------------------------------------------------------------------
Any reduction in the applicable Charge Factor, resulting from the attainment of a certain level of Total Inception to Date NDWP production level as specified above, shall only be applicable to business processed by IMS after Total Inception to Date NDWP production reaches that certain specified level.
- ----------------------------------------------------------------------------------------------- WORKERS' COMPENSATION CHARGE FACTOR TABLE - ----------------------------------------------------------------------------------------------- Monthly * * * * * * Average Policy * Premium * * - ----------------------------------------------------------------------------------------------- ___*___ * * * * * * ___*___ - ----------------------------------------------------------------------------------------------- ___*___ * * * * * * ___*___ - ----------------------------------------------------------------------------------------------- ___*___ * * * * * * ___*___ - ----------------------------------------------------------------------------------------------- ___*___ * * * * * * ___*___ - -----------------------------------------------------------------------------------------------
SECTION IV HYPOTHETICAL MONTHLY SERVICE FEE For illustrative purposes only, a hypothetical monthly Service Fee for the Business Owners Authorized Line of Business is set forth below: Customers' Total Inception to Date NDWP at the end of the example month was $___*___. The Charge Size column is therefore $___*___ to $___*___. In this month IMS processed 2000 policies with a NDWP of $___*___. The Monthly Average Policy Premium row is $___*___. The hypothetical monthly Service Fee will be equal to ___*___. The above example is representative for the Authorized Lines of Business of Business Owners and Commercial Umbrella only. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 26 27 SECTION V MISCELLANEOUS FEES 1. System modifications, enhancements, interfaces to Customer or other third-parties systems will be performed on a time and materials basis @ $___*___ per person, per hour, subject to an annual adjustment based on IMS' then current standard fees. 2. Data Conversion from existing Customer system to IMS system will be performed on a time and materials basis at the rate of $___*___ per person, per hour. 3. Third-party information services used to provide the Insurance Administration Services will be a pass-through expense to Customer. 4. Data communication line charges (used by IMS solely for Customer) will be a pass through expense to Customer. 5. IMS will provide data entry services at IMS' servicing office at the time and materials rate of $___*___ per person, per hour. 6. Brio(R) (a third party reporting tool) is approximately $___*___ per full service seat license or $___*___ for a limited seat license. Customer shall maintain responsibility for purchasing the appropriate number of licenses for their use. SECTION VI WORKERS COMPENSATION PARTNERSHIP INCENTIVE 1. IMS shall pay Customer, provided that Customer is in material compliance with the material terms of the Agreement, the following advance payments, which will represent Customer's incentive fee for the first ___*___ of Net Direct Written Premium ("Client WC NDWP") for Workers Compensation Business processed by IMS, using the WC Software (as defined in the Agreement) or any alteration, modification or enhancements of the WC Software (collectively, "Client WC Software"), for Clients other than Customer. ___*___ ___*___ ___*___ ___*___ ___*___ ___*___ ___*___ ___*___ At Customer's expense, Customer will be permitted reasonable access to IMS' records, information, personnel and facilities (excluding, specifically, proprietary Technical Information of IMS and the Clients and proprietary confidential information of the Clients) reasonably necessary to verify IMS' compliance with the terms of this Section VI. Access to IMS' records, personnel and facilities will be provided during normal business hours upon ten (10) Business Days prior written notice to IMS by Customer. 2. After the threshold of ___*___ Client WC NDWP is met ("Threshold Date"), IMS shall pay Customer __*__ of Client WC NDWP for Workers Compensation business processed by IMS, using the Client WC Software, for Clients other than Customer. Beginning on the month after the Threshold Date, IMS shall deliver quarterly reports to Customer on the amount of Client WC NDWP administered, using the Client WC Software, on behalf of Clients hereunder. After the Threshold Date, IMS shall make such payments with respect to Client WC NDWP accrued during any term of this Agreement. IMS shall make such payments quarterly and shall accompany each payment with a statement showing Client WC NDWP during the applicable quarter and the calculation of such fee. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 27 28 3. The payment fees to the Customer described in this Section VI are dependent on the execution of the Agreement not later than April 14, 2000. For any delay in the execution of the Agreement beyond April 14, 2000, each corresponding payment to the Customer will be delayed proportionately to the same Business Day of the following month as defined in this Section VI. 28 29 EXHIBIT I COMMERCIAL LINES BUSINESS OWNERS PROGRAM DEFINITIONS Capitalized terms, not otherwise defined in the Agreement or in this Exhibit, shall be construed as otherwise generally understood in the insurance and data processing industry. PLAN OF OPERATION PROJECT ASSUMPTIONS With the expansion of Customer's business plan to incorporate its new Business Owner's Policy ("BOP") insurance product it intends, over the short-term, to use its current Customer insurance sales agent network. Ultimately, by expanding its product offerings Customer will increase its distribution channel and create the opportunity for significant premium growth. In order to ensure that Customer is positioned to achieve its stated goals and that it will be able to provide its insurance sales agents ("Agents") with an Internet solution that is compatible with their current system capabilities, IMS has developed the following system requirements for the BOP insurance product. These requirements are based upon numerous discussions that have taken place with Customer's key management team over recent months. 1. To meet Customer's business objectives IMS will implement a system with the following system functionality: o Quick quote function o User controlled editing to establish distinct underwriting rules o Use of Customer company specific policy forms o Customized output with Customer specific logo on forms o Loading of rate files o Use of Customer rates/loss cost multipliers for BOP o Receivables processing o Automated renewal/endorsement process o Cancellation processing o Reinsurance processing o Claims data management o Agency management reporting o Premium and commissions accounting o Generation of commission statements and checks o Compliance of statutory reporting o Testing of all functions with Customer's data o Controlled environment with Customer approval and sign-off of test results o Document packaging o Cash processing o Audit/inspection processing/vendor management o Interfaces for Customer's clearance system, FARE, ISO GUS and D&B, and Claim TPA 2. Customer will not use ISO policy forms. There are 5 company specific general forms, 12 property forms, and 21 liability forms. Of these, 5 will be dynamic declarations displaying all limits for included and optional coverages in the Insurance Program. The remaining forms will be static. In addition, there will be one (1) to three (3) forms per state that are state specific and may contain minimal dynamic data. It is assumed these additional forms will only vary slightly when implemented requiring minor maintenance support and that certain additional forms may be required to be added to BOP from time to time. However, 1 30 with regards to any additional forms that may be added from time to time, Customer shall be billed for the System Enhancement at the time and materials rate unless: (a) the System Enhancement will take less than forty (40) hours to complete; and/or (b) the form to be implemented is state mandated form. 3. Customer will promptly provide IMS with all data required on the declaration pages. IMS will create the sample declaration for Customer's approval based on the data provided. All coverage limits will be displayed on the property or liability declarations. In addition to these declaration pages, Customer also requires a schedule of forms and endorsements applicable to the program, common policy declarations, and a schedule of locations. All forms contain dynamic data. 4. In order to utilize document packaging, OCR lines must be printed on all forms. 5. Customer will inform IMS of any changes to forms and any new versions and their attachment rules as they are developed. 6. In order to utilize other third party databases (GUS, Dun & Bradstreet) and build the necessary interfaces with these third party databases, Customer will negotiate with the various information service providers so that it will in turn allow IMS electronic access to their databases for use in processing Customer's business. 7. IMS will, at least initially, have to rely on Customer to provide IMS with regulatory and ISO requirements and inform IMS of the necessary changes in all Authorized States. Once IMS receives these notices IMS will apply the changes and ensure compliance. 8. Customer will promptly provide the necessary resources to handle the reporting required for state-specific calls based on the data provided by IMS through FARE (a Customer proprietary system). 9. IMS will assist the Customer corporate bureau reporting team by providing the appropriate premium and loss information for the annual verification submission to ISO. 10. Customer will promptly provide IMS with an electronic copy of the specific Cybercomp class codes that will apply to the eBOP program. 11. In order to develop the final system specifications and to complete the business requirements document, IMS will require the following additional information: STATE SPECIFIC INFORMATION: o State filings as completed o Underwriting manuals by state as completed o Cause of loss codes by coverage and state (if state differences apply) o Add state-specific forms and distribution GENERIC INFORMATION: o Annual statement line of business by coverage o Binding requirements and workflow o Standard anti-fraud wording o Endorsement business rules and workflow o Cancellation business rules and workflow o Reinstatement business rules and workflow o Audit business rules and workflow o Generic forms and distribution o Inspection business rules and workflow 2 31 o New business rules and workflow o Renewal business rules and workflow 12. Customer's underwriting group will provide IMS with the necessary changes to the prototype screens. IMS will apply these changes to the screens once they have been received from Customer. Screens to be developed based on product rules and guidelines to be provided. IMS will identify functional changes outside the scope of the original Agreement and assess impact to cost and time schedule as necessary. 13. A list of the standard reports available from IMS has been provided to Customer for its review. Customer can choose the reports that it would like to receive on a regular basis from this list. 14. IMS will create a policy transaction file to be provided on-line to Customer's claim third party administrator ("Claim TPA") for coverage verification. It is IMS' intent to provide the coverage verification data file to the Claim TPA's and Cybercomp on a daily basis by posting the data file to the web-enabled front-end for the Claim TPA's to access only their data. It will be the responsibility of the Claim TPA to download the data on a daily or interim basis. IMS will hold the daily files for a period to be reasonably agreed upon by Cybercomp and IMS. As a transitional phase for the Claim TPA's retrieving the claims data from the Internet, IMS will provide the data files to the Claim TPA's via e-mail. 15. Customer will not be issuing short-term policies. Agents will have to issue full term policies and cancel if necessary. Customer will promptly provide IMS the rules to follow for canceling the policy on a pro-rata basis. 16. Customer will offer a multi-year term policy if Customer and IMS mutually agree such an offering can be supported in the existing IMS system infrastructure with little to no change and without impact to the implementation schedule or cost. 17. IMS can support the use of a building code effectiveness grading system in the rating algorithm if necessary. Customer will promptly provide IMS the criteria to be used in the rating. 18. IMS can support a minimum retained premium, which is referred to as a "flat minimum". Customer will promptly provide IMS with the minimum to be used for the Customer's BOP policies. 19. Customer will promptly provide IMS the zip codes to territory mapping for use in rating and statistical reporting. 20. IMS can support a 6-digit classification code ("6-Digit Code"). The 6-Digit Code will be comprised of the 4 position SIC code and a 2 position code identifying the type of business. Management reporting will be done based on the 6-Digit Code and will not require reporting based a breakdown of the class code. 21. IMS will follow the exception processing guidelines established by Customer for processing submissions that fall outside the Customer's BOP underwriting guidelines. 22. IMS will provide the Claim TPA's access to the policy forms to make decisions on coverage. The process to be used for providing access will be agreed upon by Customer and IMS and will not impact the implementation schedule or cost. 23. IMS' system performs field value and relational editing as the user inputs data. Customer will promptly provide IMS the edits to be used for the Customer's BOP program. 3 32 24. IMS' system will retain submission data input by Agent as soon as the reservation is cleared and the quote process is allowed to continue. This data will be available for management reporting as per Customer's request. IMS will evaluate each request and provide an estimate to implement based on the agreed upon process for enhancement requests. 25. Customer Claim TPA's are responsible for submitting accurate data in the correct position, size, type and format and with the correct values as assigned by ISO or IMS. All data formats should be edited prior to submission to IMS. 26. Customer Claim TPA's will submit one (1) file monthly to IMS by tape cartridge or as ASCII files attached to e-mail by a predefined timeframe to be determined after the completion of the detail business requirements. 27. IMS will provide an error report of claims rejected by the interface due to incorrect data being submitted. The report will be provided on a monthly basis after processing the current month claims file from the Claim TPA. Claims that do not pass all edits will be rejected in their entirety. Rejected claims will be corrected and resubmitted with all data previously rejected, including all financial transactions. All resubmitted transactions should be included with the next Claim TPA file transmission. All claims passing edits will be processed to IMS' system. 28. IMS will provide Customer with the required policy/claims data for calculating the Claim TPA's processing fees. 29. Customer will pay all Claim TPA fees as per contract between Customer and the Claim TPA. Any services offered by IMS for Claim TPA data processing beyond the contracted services will be charged to Customer per the Agreement based upon prior approval from Customer. 30. Customer is looking to acquire the services of a single toll free vendor ("Toll Free Vendor") for claims reporting. This Toll Free Vendor will also need a copy of the policyholder coverage information to confirm coverage, locations and forms and provide the necessary data to the Claim TPA for administering the claims. It is IMS' intent to provide the Toll Free Vendor access to the coverage verification data needed through IMS' web-enabled front-end. The Toll Free Vendor will need access to more policy data than the Claim TPA. The IMS security levels will define which data is to be accessed by the Toll Free Vendor or the Claim TPA and allow the Toll Free Vendor access to all policy data irrespective of the Claim TPA assigned. 31. IMS will provide insured welcome letters ("Welcome Letter") to be generated and mailed out of the IMS system. The Welcome Letter consists of a one (1) page document that is mailed to the Insured. The Welcome Letter will be mailed with the policy if the policy is mailed within seven (7) Business Days of binding. If policy is not prepared for mailing within seven (7) Business Days, the Welcome Letter will be mailed separately. 32. IMS will provide time and material estimates to implement the various components required for interfacing the Kokopelli designed web-site to the IMS system as the detail specifications are provided by Customer. DELIVERY OF SUCH FUNCTION IS OUTSIDE THE SCOPE OF THE AGREEMENT. These components are as follows: o RFP - IMS will be given an opportunity to respond to the RFP for hosting the web system. o Agency profile and set up will be done on Kokopelli front-end. Customer will require that the Agent have a logon for Kokopelli and a separate logon to the IMS application as an additional security layer. Agent will be required to input his or her password to access quote and support application. IMS will develop the interface/integration between the IMS security system and Kokopelli. o IMS will develop a https protocol between Kokopelli and the IMS' producer system and the PDS agent master when agency appointment is approved, updated, cancelled. 4 33 Customer will need to establish the procedures for handling sub-agents via the Kokopelli system or other defined process. o IMS will provide a daily file containing policy status information to the Kokopelli system. The insureds access is limited based on whether an in-force policy exists for the insured. o IMS will provide insured access to the loss run reports provided to the Agents via the support site. The navigation should be streamlined to eliminate the selection choices and display only the loss run report for the insured's policy. o Customer will promptly provide IMS screen prints of the Kokopelli web-site in order to develop a similar look and feel for the product sites being developed. The color scheme and background layout of the Kokopelli site should be similar in the product sites. All other functions will be specific to the product application or follow the current Workers Compensation Internet application. o IMS will provide separate time and material estimates for components listed above based on whether IMS is the web hosting vendor or not. o In the event the Kokopelli solution for the Agent appointment is not in production prior to the implementation of the first state rollout on the IMS system, an alternate solution for establishing the Agent data in the IMS system will be developed. 33. IMS will provide Customer a time and materials estimate to implement an interface to a premium finance company for retrieving a finance quote and establishing financing at binding. DELIVERY OF SUCH FUNCTION IS OUTSIDE THE SCOPE OF THE AGREEMENT. 34. IMS will offer Customer the capability of tracking the Claim TPA take-over process in the claims data interface. The additional processes for providing data extracts and reports for the current and new Claim TPA, will be estimated by IMS on a time and material basis. DELIVERY OF THESE ADDITIONAL PROCESSES IS OUTSIDE THE SCOPE OF THE AGREEMENT. 35. IMS will provide the ability for Agents to process premium and non-premium endorsements to in-force policies via the Internet application. 36. IMS will provide the management of the inspection and audit vendors selected by Customer for responding to service requests. The management of these vendors will be based on the defined rules and guidelines established by Customer. IMS and Customer will jointly share in the efforts to develop an automated solution for the vendor management process in the IMS system. 37. The IMS system will handle capturing multiple aggregates at the coverage level. IMS will provide a report to Customer identifying policies where a percentage of the policy aggregate has been met. 38. IMS will offer Customer an interface to an appropriate vendor to be selected by Customer, or to integrate the vendor's database and calculation algorithm, to perform an insurance-to-value calculation. IMS will provide a time and materials estimate upon receipt of the file specifications and business requirements to implement this function. DELIVERY OF SUCH FUNCTION IS OUTSIDE THE SCOPE OF THE AGREEMENT. 39. IMS will offer Customer an interface to the Hartford Steam Boiler Inspection and Insurance Company for the purpose of submitting premium bordereaux and the corresponding premium payments on a monthly basis within the days specified in the treaty. IMS will provide a time and materials estimate to implement this function. DELIVERY OF SUCH FUNCTION IS OUTSIDE THE SCOPE OF THE AGREEMENT. 40. IMS will offer Customer a data feed to Customer's catastrophe modeling system. IMS will provide a time and materials estimate to implement this function. DELIVERY OF SUCH FUNCTION IS OUTSIDE THE SCOPE OF THE AGREEMENT. 5 34 41. IMS will provide cover pages in color (blue or black ink) with the graphics based on line of business. 42. IMS will provide Customer the capability to offer its Agents installment agency billing for Agents' Business Owners' Policies. With the cooperation of Customer, this function will be made available to Customer no later than twelve (12) months from Customer's request to implement this function. 6 35 REQUIREMENTS DEFINITION BUSINESS REQUIREMENTS THIS SECTION DETAILS THE APPLICABLE STIPULATIONS OF THE INSURANCE ADMINISTRATION SERVICES TO BE PROVIDED UNDER THE AGREEMENT BASED ON THE CATEGORIES LISTED BELOW. 1. DOCUMENT PACKAGING REQUIREMENTS IMS uses automated, system-generated forms, from policy declaration pages to Agent statements, and maintains the necessary form information: form names, recipients, and printer instructions, including variable information such as company name and address. The IMS system not only catalogs all current forms in use, but also stores previous versions of forms should IMS need to retrieve them for Customer's legal or auditing purposes. Standard Forms and Distribution:
- ---------------------------------------------------------------------------------------------------------------------------------- DOCUMENT FORM PACKAGING FORM DESCRIPTION RECIPIENT RECIPIENT DISTRIBUTION - ---------------------------------------------------------------------------------------------------------------------------------- Declarations I,A,L,X I,A,L,X Recipient's copy directly to recipient - ---------------------------------------------------------------------------------------------------------------------------------- Installment Due Notice I,L,X I, L, X Recipient's copy directly to recipient - ---------------------------------------------------------------------------------------------------------------------------------- Schedule of Payments A only A only Recipient's copy directly to recipient - ---------------------------------------------------------------------------------------------------------------------------------- Short Down Payment Notice I,A,L,X I,A,L,X Recipient's copy directly to recipient - ---------------------------------------------------------------------------------------------------------------------------------- Adjusted Premium Notice I,A,L,X I,A,L,X Recipient's copy directly to recipient - ---------------------------------------------------------------------------------------------------------------------------------- Cancel Underwriting (reason codes on back) I,A,L,X A,L,X Insured's copy goes proof of mail to insured - ---------------------------------------------------------------------------------------------------------------------------------- Notice of Cancellation (reason codes on back) I,A,L,X A,L,X Insured's copy goes proof of mail to insured - ---------------------------------------------------------------------------------------------------------------------------------- Notice of Nonrenewal (reason codes on back) I,A,L,X A,L,X Insured's copy goes proof of mail to insured - ---------------------------------------------------------------------------------------------------------------------------------- Confirmation of Cancellation I,A,L,X A,L,X Insured's copy goes proof of mail to insured - ---------------------------------------------------------------------------------------------------------------------------------- Cancellation Nonpay (has coupon on back) I,A,L,X A,L,X Insured's copy goes proof of mail to insured - ---------------------------------------------------------------------------------------------------------------------------------- Cancel Policy Financial Status A only A only Recipient's copy directly to recipient - ---------------------------------------------------------------------------------------------------------------------------------- Notice of Reinstatement I,A,L,X I,A,L,X Recipient's copy directly to recipient - ---------------------------------------------------------------------------------------------------------------------------------- Notice of No Coverage I,A,L,X A,L,X Insured's goes proof of mail to insure - ---------------------------------------------------------------------------------------------------------------------------------- Additional Premium Due I,A,L,X I,A,L,X Recipient's copy directly to recipient - ---------------------------------------------------------------------------------------------------------------------------------- Premium Due Notice I,A,L,X I,A,L,X Recipient's copy directly to recipient - ---------------------------------------------------------------------------------------------------------------------------------- Past Due Premium Notice I,A,L,X I,A,L,X Recipient's copy directly to recipient - ---------------------------------------------------------------------------------------------------------------------------------- Balance Due Notice I,A,L,X I,A,L,X Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------------------------
7 36 - ---------------------------------------------------------------------------------------------------------------------------------- Balance Due Final Notice I,A,L,X I,A,L,X Recipient's copy directly to recipient - ---------------------------------------------------------------------------------------------------------------------------------- Renewal Notice/Payment Schedule I,A,L,X I,A,L,X Recipient's copy directly to recipient - ---------------------------------------------------------------------------------------------------------------------------------- Final Renewal Notice I,A,L,X I,A,L,X Recipient's copy directly to recipient - ---------------------------------------------------------------------------------------------------------------------------------- BAS/Corr Letterhead I,A,L,X I,A,L,X Recipient's copy directly to recipient - ---------------------------------------------------------------------------------------------------------------------------------- All coverage forms I only I only Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------------------------
Legend: I = Insured, A = Agent, L = Lender, X = Additional Interest/Imaging Requirements 2. IMAGING REQUIREMENTS The IMS underwriting department has access to all documents that are sent to IMS and all document packaging output documents related to a policy through an electronic form archive. As a standard procedure all system-generated documents are transmitted to the IMS imaging system via Computer Output to Laser Disc ("COLD"). These stored images are duplicates of the original documents sent to the policyholders, Agents and other respective parties and can be reproduced for Customer, its auditors, reinsurers, and its Agents upon request. IMS does not retain hard copy documents once the IMS records management department scans the images into the system. 3. INPUT REQUIREMENTS The information required for quoting and binding a policy shall be input into the IMS system by Customer's Agents using the Internet. IMS' underwriting department will be prepared to handle exception processing that may occur based on procedures defined by Customer. As defined in Customer's underwriting guidelines, the largest building content value will be marked as a key location. The first location address will then automatically pre-fill the mailing address. Modifications to quotes will not be indicated on the production report. Customer will promptly provide IMS with three sets of questions designed to classify different types of commercial property risks such as restaurants and contractors. An individual Agent will be able to enter the same quote within a predefined number of attempts. If this number is exceeded that Agent will not be allowed to continue the process and will automatically be referred to IMS' customer service department for assistance. The production quote count will not be affected by an unsuccessful quote attempt. The input requirements are based solely on the information provided by Customer to IMS. During the implementation of the Rollout Plan, as the detailed underwriting information for each state is determined, additional requirements will be incorporated into the project scope. 4. MANAGEMENT REPORTING REQUIREMENTS The reports that Customer provided to IMS have been analyzed and compared to the IMS standard reports to ensure that the information Customer requires is available. This analysis and a list of IMS' standard reports have been provided by IMS to Customer and Customer acknowledges receipt thereof. IMS will send a weekly e-mail with the Weekly Data File Report that represents the Agent's BOP books of business to each Marketing/Field Representative. IMS will also send this information to Customer's Accounting Group via e-mail. In addition, IMS will provide an accounting group report that contains all BOP books of business sorted by Customer's Marketing/Field Representative. 8 37 5. AD HOC REPORTING REQUIREMENTS. IMS utilizes a third party ad hoc reporting tool called Brio(R). Brio(R) Report provides the enterprise reporting tools and technology that Customer will need to develop and process a complete range of reports, from small reports to mission-critical operational reports that access large volumes of data in production databases, legacy applications, and data warehouses. Output from Brio(R) Report can range from high-volume printed reports to highly interactive reports delivered via the Web. BRIO(R) CAPABILITIES The following is a list of Brio(R) capabilities that Customer may choose to utilize. The use of these features is determined at the end user level. o Merge premium data with loss data o Read only so that the data can be changed o Drill down into the data o Intelligent method for subtotaling and totaling o Can filter the data by year to date, week to date, etc. o Time Service Report -- e-mailed or static on the Customer web site o Running the month end process on a weekly basis o Fifteen (15) file layouts for reporting against Month End (samples were previously provided to Customer o Three to five (3-5) additional file layouts based on specific data reporting requirements to be provided by Customer which will not require the capture of additional data within the base system database. NOTE: In order for Customer to realize the full benefits of the Brio(R) reporting tool, it would be necessary for Customer to establish a dedicated line into the IMS system. This would allow Customer to access Brio(R) and Customer-specific data. 6. FORMS Customer will not use ISO policy forms. There are 5 company specific general forms, 12 property forms, and 21 liability forms. Of these, 5 will be dynamic declarations displaying all limits for included and optional coverages in the program. The remaining forms will be static. In addition, there will be one (1) to three (3) forms per state that are state specific. Certain additional forms may be required to be added to BOP from time to time. However, with regards to any additional forms that may be added from time to time, Customer shall be billed for the System Enhancement at the time and materials rate unless: (a) the System Enhancement will take less than forty (40) hours to complete; and/or (b) the form to be implemented is state mandated form. 7. OUTPUT AT AGENT'S OFFICE In response to Customer's request that specific forms be available to print in the Agent's office IMS agrees to provide the following: o Quote o Memorandum of coverage o Application o Binder o Billing status information 9 38 o Policy status information o Employer limits information o Policy loss run report o State specific program underwriting forms o Premium finance agreement (creation of the finance agreement requires an interface with a premium finance company. THIS INTERFACE IS OUTSIDE THE SCOPE OF THIS AGREEMENT. 8. STATISTICAL, FEDERAL AND STATE REPORTING REQUIREMENTS IMS will support regulatory reporting for the eBOP program. IMS will ensure that all of the required fields necessary to produce the required information are defined in the system. IMS will also utilize the ISO edit package for validation of data prior to reporting. IN ADDITION TO MEETING THE FEDERAL AND STATE REPORTING REQUIREMENTS, IMS WILL PROVIDE THE FOLLOWING ISO REPORTING SUPPORT SERVICES: o Quarterly or as dictated by each state's reporting requirements statistical reporting to ISO under the Businessowners module of the commercial stat plan o statistical agent liaison o IMS will assist the Customer corporate bureau reporting team with the annual verification by providing the necessary reconciliation of statistical or financial variances using the required ISO definition codes o IMS will offer Customer selected data for a Customer data feed to its catastrophe modeling system. (THIS INTERFACE IS OUTSIDE THE SCOPE OF THIS AGREEMENT.) 9. STATUTORY REQUIREMENTS IMS recognizes that statutory requirements will vary from state to state. IMS agrees to analyze and document these requirements based on the information provided by Customer as each new Authorized State is phased in. 10. UNDERWRITING REQUIREMENTS The underwriting decisions for the Businessowners insurance product will be completed utilizing an underwriting template provided by Customer. The underwriting will take place on-line via specially designed screens and will provide automatic rejection of applications that do not meet the defined underwriting guidelines. When a fax or mail-in submission is received, the IMS commercial underwriting department will use the Internet screens and the predefined Customer rates, rules and guidelines in the IMS system to issue or reject the policy. AUDITS IMS will provide audit letters for the Customer new business and renewal policies, upon receipt of an application for a BOP risk that requires IMS to send an audit letter requesting underwriting information, such as prior loss history, payroll and gross receipts. IMS will follow audit guidelines that will be provided to IMS by Customer. IMS will take "necessary steps" if no response is received from the insured, which necessary steps may include issuance of a second audit letter and/or issuance of an underwriting cancellation notice. When an audit response is returned to IMS, IMS will process the appropriate credit or debit to the policy, and send follow-up correspondence with an explanation of the reason(s) for the change in policy premium. In addition to the Audit letters, IMS will also send notification to the Audit TPA of Customer's choice that will inform the Audit TPA that a particular risk requires an on-site audit. Upon receipt 10 39 of a complete audit finding, IMS will then process any necessary changes to the policy, as outlined by Customer. INSPECTIONS IMS' commercial underwriting department will order, on behalf of Customer, underwriting inspections from Customer's inspection administrator as required by state mandates or Customer's underwriting rules and guidelines. IMS will process the resulting policy updates, as outlined in Customer's underwriting manual, such as cancellations or documentation on the policy. REINSTATEMENT WITH A LAPSE IN COVERAGE IMS will process reinstatements subject to the guidelines set by Customer. EXCEPTION PROCESSING Submissions that fall outside of Customer's Business Owner's Program underwriting guidelines and that result in a disputed rejection, will be handled according to an "Exception Processing" document that will be created and approved by Customer with consultation and input from IMS. 10.1 ACCEPTABLE CLASSIFICATION Customer will promptly provide IMS the Customer classes eligible for the eBOP Program. Customer will then provide a matrix to IMS for use during policy processing in determining eligible classes, cross-editing of classes and generation of class specific forms. 10.2 POLICY LEVEL GUIDELINES Customer's specific underwriting rules will be displayed on a customized data entry screen. The system will be designed to ensure that the Customer specific criteria are met before the risk is accepted. The underwriting rules will vary by state. Additional state specific underwriting guidelines will be utilized for the eBOP program. IMS will provide these guidelines in the form of underwriting questions, as shown in the eBOP Prototype. The resulting response from the Agent will determine the acceptability of the risk. IMS will use the two sets of questions that will be required for restaurants and contractors. 10.3 RISK SCORING IMS will use the criteria defined by Customer to score the risk and determine the appropriate product tier. Based on Customer's requirements, IMS will establish a default in the system so that if a score is generated that is outside the tier range (example provided is +100 to -100), an error message will be generated in the system. The user will be informed Customer is declining to quote the business and the reason why. The risk scoring function in the system will allow for different criteria range thresholds and automatically make point assignments by state. Additionally, an effective and expiration date will be used in the AS/400 system tables to allow changes within the state set up. Policies insuring multiple locations will generate a risk score for each location with a weighted average of the risk scores for all locations. In states allowing filing of multiple tiers within a single company, the tier rate will be applied using discounts and/or surcharges. In states requiring separate companies per tier, the rates will be calculated by applying a rate factor after the completion of premium development for the risk. Based on the weighted average risk score generated during the rating process, the risk will be placed in the appropriate product tier. 11 40 An example of a possible multiple company rating tier is provided below (as provided by Customer):
- ------------------------------------------------------------ ------------------ ------------- RISK SCORE POINT TIER RATING INSURANCE COMPANY RANGE FACTOR - ------------------------------------------------------------ ------------------ ------------- Reliance National Insurance ___*___ ___*___ - ------------------------------------------------------------ ------------------ ------------- United Pacific ___*___ ___*___ - ------------------------------------------------------------ ------------------ ------------- Reliance Insurance ___*___ ___*___ - ------------------------------------------------------------ ------------------ ------------- Reliance National Indemnity ___*___ ___*___ - ------------------------------------------------------------ ------------------ ------------- Reliance Universal Insurance ___*___ ___*___ - ------------------------------------------------------------ ------------------ -------------
An example of the risk criteria that IMS will use for the development of the risk scoring mechanism is shown below (as provided by Customer):
- ------------------------------------------------------------- --------------------------------------- --------------------- CRITERIA RANGE POINTS - ------------------------------------------------------------- --------------------------------------- --------------------- Years In Business At Location * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- History Verification From D&B * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- Credit Scoring * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- Building Age * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- Classification * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- Standard Industrial Classification (SIC) Verification * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- Crime Scoring * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- Distance From Water * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- ---------------------
* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 12 41 - ------------------------------------------------------------- --------------------------------------- --------------------- Central Station Burglar & File Alarm * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- Length of Time Without Reported Claims * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- * * - ------------------------------------------------------------- --------------------------------------- --------------------- Large Building Credit * * - ------------------------------------------------------------- --------------------------------------- ---------------------
10.4 COVERAGES Customer's Businessowners policy will provide basic coverage with the option to select a package endorsement for predefined increased limits. The product will also offer the ability to choose additional increased coverage/limits for selected coverages within the product. At a minimum, the Customer BOP product will offer basic coverage limits for Building or Business Personal Property and Business Liability. 11. RATING REQUIREMENTS Customer will promptly provide IMS with rating development guidelines that will be incorporated into the rating algorithms. Customer established these guidelines from the ISO Commercial Lines Manual. Specific rules and paragraphs from the ISO Commercial Lines Manual are referenced within the explanation of the general rating rules below: 11.1 GENERAL RATING RULES o Factors or multipliers are to be applied consecutively and not added together unless otherwise specified. o Round rates, factors and multipliers after the final calculation to three decimal places. Five-tenths or more of a mill shall be considered one mill, for example, .1245 = .125. o Round the premium for each coverage for which a separate premium is calculated to the nearest whole dollar. Round a premium involving $.50 or over to the next higher whole dollar. o Compute premium for mandatory coverages by using the limit of insurance and, once computed, apply the premium separately to building and business personal property. The limit of insurance must be the replacement cost value (Rating Basis Code 2) of the property to be insured. This does not apply to fast food restaurants. o Applicable to eligible fast food restaurants: a. Compute premium separately for mandatory property and liability coverages. b. For mandatory liability coverage, the rates apply per $1,000 of gross sales. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 13 42 11.2 PREMIUM DEVELOPMENT Businessowners policies are class rated. The building and personal property rates are stored and accessed in system tables based on territory, building construction, public fire protection, building occupancy, and whether or not the building has a sprinkler system. Optional coverages result in the addition of a flat premium or can be increased by applying a rate to the insured values, depending on the coverage. 12. PROPOSED DETAILED INTERNET WORK FLOW The following proposed detailed workflow provides an outline of the tasks that shall be completed by an Agent in order to enter a new Businessowner policy. The workflow for interfacing with third-party vendors such as GUS and Dunn & Bradstreet may change based on availability and cost to Customer of data from the third-party sources. As long as the number of interfaces and the data required for validation does not increase from what was previously defined the workflow may require only slight modification. As part of the eBOP project IMS will develop the screens and processes to support these functions. IMS encourages the processing of cash through Electronic Funds Transfer (EFT), which is IMS' preferred method for processing cash quickly and efficiently. At least initially, Customer would like to have the ability to process checks and credit card payments in addition to EFT. To support this request IMS will make all three of these methods available. (Work flow diagrams for renewals, endorsements, cancellations, and reinstatements will require further review and discussion with Customer before being finalized. However, similar or like work flow processes are anticipated for these transactions.) 14 43 12.1 eBOP Proposed Internet New Business Process Diagram Entrance Screen Quote of Support Support Support Flow Quote State Selection / Effective date Eligiblility No Eligible Yes Retrieve D&B and Clearance Info Dun and Bradstreet Lookup Years in Business / Losses Policy Level Coverage Location / Coverage Mostly Additional Locations Yes No Coverage Building Option Contents Building and Contents Building Coverage 1st --- O --- 2nd Contents Coverage Loop Loop repeated repeated for each Yes for each Location Additional Building Buildings Contents Options No Loop Repeated Return Buildings Options for each entrance Building screen Proposal Retrieve GUS Info for all Locations Continue Working Quote/Premium Print Quote Bind Binding Binding System Marks Agent Faxes Information Anti-Fraud Instructions Policy Pending Application EFT to IMS Cash Binder
15 44 12.2 Customer Proposed Cash Process Diagram IMS Entering Cash Initiates Cash Process Check Retrieve Funds ACH Sweep Account Check Received Bounced ACH Funds Credit Card Charged to Agent/ No Transferred Insured IMS Continues collection efforts No Check clears Sweep Account Credit Processed Yes Yes Notify Reliance Via Bounced ACH Email charged to Agent/ No Funds Automatic Policy Insured Transferred Issuance IMS Issues Policy Yes No IMS Cancel Policy Submit Credit Card # No Cancel Policy w/in 24 hrs. Yes System generates Output Dec Premium deposited in Reliance Account Policy Issuance Notice to Agent Reliance funds transferred to Reliance operating account IMS will draw fee from Reliance operating account
16 45 13. CUSTOMER SERVICE Although IMS realizes that most of the transactions that IMS will be processing for Customer will be received through the Internet, the need for customer service, once a policy has been issued, still exists. IMS' commercial lines staff will quote submissions and bind coverage if an Agent accepts, based on verification of the program guidelines, required underlying limits of insurance and any applicable exclusion(s). The IMS commercial lines customer service department associates will undergo comprehensive product training that will include Customer's eBOP policy guidelines. 13.1 POLICY PROCESSING In conjunction with the Internet capabilities, the IMS customer service unit will utilize IMS' "Policy Processing System" to provide full processing for all BOP policy requirements (as specified in this Exhibit), while managing the entire policy process (new business, quoting, renewals, change endorsements, cancellations, and reinstatements). When an audit response is returned to IMS, IMS will process the appropriate credit or debit to the policy, and send follow-up correspondence with an explanation of the reason(s) for the change in policy premium. To assist in this process the Policy Processing System utilizes the Group 1, Code 1 software. This product not only recognizes and corrects incorrect addresses, but also draws in the city and state information thereby expediting the data entry process whether through the Internet or the exception processing procedures. Access to the Policy Processing System is based on user authority, with security at both the menu option and function levels. These authority levels govern access by IMS' internal resources as well as the designated external users. System edits are built based on the Customer eBOP Program underwriting and rating guidelines. IMS will automatically determine risk acceptability based on these edits. 13.2 CUSTOMER SERVICE NEW BUSINESS PROCESS The diagram that follows provides a high level overview of IMS' workflow, as established for processing Customer's mailed-in or faxed new business applications. This basic workflow will also apply to renewal, endorsement and cancellation processing for the eBOP program. 13.3 QUALITY CONTROL SELF AUDIT Customer will perform initial quality control functions during the first six (6) months of live production processing. During this time, Customer will develop a self audit process to be implemented by IMS, the terms of which will be mutually agreeable to IMS and Customer and are to be negotiated separately from this Agreement. 17 46 IMS CUSTOMER SERVICE DEPARTMENT NEW BUSINESS PROCESS DIAGRAM IMS Mailroom Receives Umbrella Submission Route to Commercial Department Underwriter Companies Automated Quote Acceptability No Decline Met? Yes Quote Emailed or Faxed to Agent Agent No Archive Accepts Quote Quote? Yes Bind Coverage upon Receipt of Funds Funds No Process Received? Cancellation Yes Customer Service Issues Policy through AS/400 18 47 13.4. SURVEY AND UNDERWRITING REPORTS IMS will provide third party reports such as CLUE reports on an as needed basis for new business or renewal processing. The type and frequency of the reports shall be designated by Customer and shall be handled as a pass through expense to Customer for billing purposes. IMS shall utilize authorized vendors for obtaining the required records. 13.5. CORRESPONDENCE When dealing with Agents, insureds, claimants, and lenders, IMS' customer service representatives utilize IMS' "Correspondence System". IMS will send custom form letters, track outgoing correspondence, and log incoming correspondence. IMS will create the form letter templates, which will then reside in the IMS system for repeated use, based on the guidelines provided by Customer. IMS will save a copy of the letter online and create a history record showing that a letter was sent. IMS will produce user activity reports from the Correspondence System that assist in tracking outgoing correspondence created by an individual user or group of users on any date. These reports will be provided to Customer upon reasonable request. 13.6. CLIENT INFORMATION Customer search option allows IMS to view all the policies belonging to a specific policyholder. The Customer update option allows IMS to change general insured information (e.g., addresses, telephone numbers, etc.). Entering this insured information one time applies the information to all products under that insured. 13.7. POLICY HISTORY AND NOTES IMS will respond to requests that involve historical data through the history option found within the IMS system. This option allows IMS to view policy transactions and forms in detail. Selecting the history option reveals the policy activity screen, which displays the entire history of the current policy. This function provides IMS with the ability to respond more effectively to Customer's Agents and policyholders. Additionally, when policy processing deviates from the norm, documenting these differences for future reference through the Comments Processor is standard procedure. This function provides an internal notebook, attached to a policy, that alerts the user to important information. 13.8. APPLICATION SUPPORT TABLES Over six hundred (600) files contained in the "Application Support Tables" allow IMS to customize "Insurance Tools" to fit Customer's profile. IMS can revise maintenance files within the different components of the system. For example, if there are changes to rates or products, IMS can easily make those changes by simply copying, saving, and updating the existing values. 14. ACCOUNTING IMS will provide full accounting services (as specified in this Exhibit) for Customer including day-to-day posting, balancing and control of premium receivables, bank reconciliation and annual statement support. 14.1 PAYMENT PROCESSING IMS will follow all binding guidelines established by Customer in order to expedite the issuance of policies. While IMS prefers that Customer utilize Electronic Funds Transfer ("EFT") as much as possible, IMS acknowledges that it will be required to handle a range of payment processing, including: o Checks 19 48 o Credit card payments o Reconciliation Premium processing for payments related to installments, renewals, audit bills and endorsements will be processed through multiple lock boxes via an authorized Bank with a designated Customer Post Office Box. The lockbox to be used on the remittance will be determined based on the insured's billing state. (EFT and credit card payments will also be offered.) These payments will be picked up early each morning and deposited the same day. Payments received with a remittance coupon will be processed using optical OCR equipment that reads the policy number electronically. Once lockbox data is transmitted and loaded, the system will automatically process cash by applying payments and updating policies. Any payments collected via credit card will incur a processing fee. These fees will be included with the policy premium where state guidelines allow a charge to be passed back to the insured. Customer will promptly provide IMS with any state-specific requirements for credit card processing. Reinstatement and collection procedures will be established according to Customer's guidelines. IMS will request these payments be sent directly to IMS' office, EFT or through credit card payment. IMS will actively support Customer's efforts to promote the utilization of EFT with its Agents if Customer chooses this option. IMS will review the requirements and attempt to address any legitimate concerns that the Agents may present. IMS will be responsible for the processing of all policy premiums direct deposits. To facilitate this process the following controls are in place: o Use of preprinted policy numbers on all documentation o Daily review and comparison of system totals compared to total cash transmitted and/or entered and any credit card receipts transmitted o Daily preparation and reviews of deposit slips and journal entry forms o Transactions not received through EFT will be deposited within 24 hours of receipt Cash processing includes the application of payments to current policies as well as the application of new business. Because the volume of payments can be extensive, cash processing is completed in batches. Once a batch of payments is entered either automatically or manually, the system assigns a control and batch number. These identifiers are used to track data throughout the system. The system supports full and partial cash entries. Full entries process a variety of cash payments within a single batch. The full entry is also used to process new business transactions. Through cash component processing, the new policy number is automatically registered. There is also a cash correction option that allows for cash revisions as well as previous payment adjustments. Once retrieved, the cash correction option provides a number of selections for making revisions. These include changes to Agent, product, payor, and net amount information. Cash processing activities such as non-sufficient funds processing, stop payments and deposit corrections will be handled according to IMS' established procedures unless Customer provides acceptable written specifications. 20 49 14.2 COMMISSION PROCESSING IMS will provide the ability to offer varying commission rates to Agents for incentives such as utilizing the Internet to submit business versus faxing or mailing a new business or renewal application. IMS will disburse commission payments by the fifteenth (15th) calendar day of the following month. Payments will be derived according to the commission structures instituted for eBOP and for premiums collected through the previous month-end. 14.3 REINSURANCE PROCESSING IMS will process all of Customer's reinsurance transactions. In order to accomplish this task, data from Customer's claim and premium files will be converted to the appropriate formats and using the predefined criteria provided by Customer, IMS will calculate the concessions and match the transactions with the reinsureds. Once this process is completed, IMS will store the results in a database to use for generating disbursements and for billing invoices. In addition, this database will also be used as necessary to apply cash to recoverable balances. If a reinsurance contract requires loss notices, IMS will produce those notices and mail those notices to the reinsurer. 14.4 BILLING PROCESSING Customer will offer direct installment billing. IMS will handle this function using IMS' AS/400 system that interacts with premium, cash, and return premium processing and takes into account all requirements for agency accounting. IMS can manage installment payments as well as additional premium processing. The IMS "Direct Bill System" allows billing based on verification of appropriate minimum deposit, an outlined installment schedule, total premium amount, policy term, or any combination of these features that may be requested in writing in advance by Customer. Also, because the Direct Bill System is fully integrated with automatic forms IMS will be able to generate the appropriate printed billing notices, such as direct bill installments, renewal notices and additional premium notices. IMS will utilize the Direct Bill System to create a history record of every transaction (installment notices sent and amounts paid) and send that record to the activity screen of the applicable policy. The Direct Bill System allows IMS to design a number of different payment plans based on Customer's required criteria for different companies, products and states. Further, the Direct Bill System will allow IMS to tailor settings to meet Customer's specific needs: o "COPYIMS" can create different billing cycles for various payment plans. o IMS can set minimum values for premium to qualify for specific payment plans. o Customer will define different new business and renewal down payment percentages. o Customer will have the ability to establish waive amounts that prevent the system from billing beneath a certain threshold. Then if an endorsement occurs, the system will add the previously unpaid waive amount to the billing for the endorsement premium. Billing for new business, renewals, change endorsements and installments will be established upon receipt of Customer's payment plan schedule. Audit Processing that results in an additional premium will be billed as such. The additional monies will not be spread in remaining installments. An Additional premium notice will be sent to the insured and Agent. IMS will follow Customer's reasonably established collection guidelines if the additional premium is not received in the given number of days. 21 50 14.5 DISBURSEMENTS All disbursement batches shall be reviewed and approved before they are forwarded to IMS for check printing. IMS will verify that the requestor has the authority documented on the invoice and that the check is issued to the correct recipient. To issue the disbursement IMS will utilize the I.T.'s disbursement system, "CheckWriter". Checkwriter is designed to update, delete, approve, and track handwritten or computer-generated return premium checks. Although there are a number of different reasons that IMS may have to issue a return premium check, the process is always the same. First, IMS indicates the product and policy and then supplies payment information. CheckWriter tracks Agent and payment information and maintains the insured's and/or payee's name and address to ensure proper return premium check processing. In addition to processing and printing, IMS uses CheckWriter to record manually generated check information. This data is integrated directly into policy and bank reconciliation records in the system. This feature helps maintain accurate records for all check processing in a central location. Again, using CheckWriter IMS processes both account information that is transmitted directly from the bank, and manually keyed data to provide Customer automatic check reconciliation. Check printing data is processed by the AS/400 and downloaded to a personal computer for printing on a MICR printer. This method allows important banking information to be coded directly onto the check, increasing accuracy in check clearance by the bank. Reports generated by CheckWriter provide check number information, outstanding amounts, and policy activity. In addition to these more traditional functions, IMS will generate and transmit daily "positive pay" files to IMS' banking partners on IMS' disbursement bank accounts. 14.6 1099 REPORTING IMS' "Producer System" will comply with all 1099 reporting requirements. Using the Agent file component of the Producer System all information relative to an Agent will be captured including the tax identification number and the social security number. This component will act as a control file and provide the necessary data to generate both the Agent statements as well as the 1099 reports. 14.7 PRODUCER "I.T.'s Producer System" will manage detailed information for all Agents, providing access to data ranging from the general--name, address, and Agent number, to the specific--commission rates, products sold, and license appointments. All vital Agent premium data needed to create month-end premium production reports, Agent checks, and Agent statements in both detail and summary will be integrated within the month-end IT's Producer System. IMS will track all contracts by Agent and product, providing Customer with both effective and expiration dates of those contracts. The IT's Producer System will provide IMS with the capability to set up and maintain override commissions for any Agent desiring that arrangement. In addition, an Agent relationship file will allow Customer to request IMS assign Agents to a general or reporting Agent. The IMS system also contains all the tables that run the IT's Producer System so IMS can add new sales representatives, enter commission rates, or add a new Agent type at the request of Customer. 15. USER DOCUMENTATION To meet Customer's requirements for clear concise user documentation to support its Agents, IMS will provide a reference guide, which will be available through e-mail, and additional online reference information. 22 51 The BOP Reference Guide will include the following: o Introduction o System overview o Getting started The additional information that will be available online will include: o Underwriting responsibilities of the Agent o New quote o Unbound quotes o Problem reporting o Support site o Questions and answers In addition to the reference materials defined above, IMS will provide access to Customer's eBOP Underwriting/ Agent manual online. To ensure that the information remains current in these eBOP Underwriting/Agent online manuals, Customer will promptly provide revised versions of the eBOP Underwriting/Agent manual to IMS. Once this information is received by IMS, a service request will be generated to archive the old version and provide the Agents with access to a new online version as well as prior versions. 16. IT ENVIRONMENT IMS will initially facilitate the Insurance Administration Services on an IBM AS/400 model 9406-650 having 4GB of main storage and over 373GB of on-line storage. Additional peripherals will initially include on 3995 model C42 Optical Tower, one IBM 3590 tape drive, one IBM 9348 1/2 inch reel tape drive, and one IBM 6141 ASCII Workstation Controller which houses eight ports dedicated for dial up access. Additionally, a second AS/400 will initially be used for programming and testing of enhancements. The AS/400's currently run IBM OS/400 Version 4, Release 2 as the operating system. The IMS system has averaged over 99% availability for two consecutive years. Furthermore, greater than 98% of transactions are completing in less than two seconds. IMS has Local Area Network ("LAN") equipment consisting of more than fifty Microsoft NT v4.0 servers running on rack mounted Compaq Proliant server class computers and one RS6000. These servers are connected to the network backbone, and eventually to the user workstations, via a combination of Token Ring and 100BaseT. The LAN infrastructure utilizes 3Com's LanPlex Switch as the collapsed backbone, with Superstack II hubs used for workstation access. Workstations are Compaq Pentium based computers running Microsoft Windows 95, 98, or NT as its operating system. The typical user workstation is installed with Microsoft Office 97, Microsoft Outlook, and IBM Client Access 5250 emulation connecting to IMS' AS/400 via TCP/IP. The servers on the IMS LAN run the full Microsoft Backoffice suite, including Exchange that is used as the messaging server, and also as the repository for E-Mail and calendars. Other servers run NT/SQL, SMS, SNA, Internet Information Server, ViewStar Imaging, and TASC COLD. The PBX used by IMS is the Northern Telecom option 81c, which includes features such as Meridian Mail, Customer Controlled Routing, and Meridian Link. There are over 1150 extensions in use currently. IMS data center ("Data Center") is protected by a 65KVA Toshiba UPS that provides additional processing time of one half hour under full load in the event of a commercial power failure at the main processing site. The UPS running at 50% load has a battery life of over one-hour. IMS will be running the UPS at approximately 40% capacity, thereby increasing the battery life to well over one hour in the event of a power failure. All equipment in the Data Center, including AS/400, LAN, and phone equipment, will be protected by this UPS. Additionally, during non-prime time, there is 23 52 a backup of the entire system performed. The data tapes associated with both the LAN and AS/400 are stored with an off-site data security vendor. IMS data processing sites currently have disaster recovery plans, which are tested either annually or bi-annually. When IMS executed its last mock disaster in January 1999, IMS was able to restore all applications and data files and establish remote connectivity within 16 hours at the IBM Business Recovery Systems hot site in New York. Policy, correspondence, and report printing functions are performed on four Xerox 4890 Color Laser printers, each rated at 92 pages per minute. These printers provide spot color capability for professional appearance of printed output. The Xerox printers are connected to a Barr system via bus and tag cables, and in turn, the Barr system is connected to the AS/400 via twinax cable. 17. SECURITY REQUIREMENTS IMS' "Point of Sale Internet Solution" has a "Security Model" that includes authentication, access control, privacy, and data integrity for the web sites and applications. The Security Model use digital certificates, encryption, user ids and passwords to prevent unauthorized individuals from accessing the IMS' systems. Using Secure Socket Layer ("SSL") technology, IMS will provide encryption and decryption of both request and response data being passed across network connections, such as Agent information, policy data and credit card information. IMS is certified with the IBM e-business "Mark" Program. The "Mark" tells Customer's customers and business partners that Customer is using IBM products and services as part of Customer's e-business solution. It further communicates those IBM products and services can help make a site more scalable, reliable and secure. 17.1 APPLICATION SECURITY The security component allows access levels to be set for each user of Insurance Tools. When a user signs on, the system uses behind-the-scenes processing to determine proper access levels. Depending on the security level, a user can only access certain systems within Insurance Tools. Insurance Tools requires a valid user ID and password before access is granted to the system. This access is granted in varying degrees--for example, Customer may give only a supervisor the security level to delete certain data. The security component not only allows control over which systems an associate can access, but it also defines access levels within each system. In some instances, the user may view but not make any changes to certain options or systems while, in others, the user cannot view certain options or systems at all. The security administrator can change access levels as needed. Adding new users is relatively easy: simply select and copy a similar profile from another employee. The ability to add, change, and delete security accesses is available at any time. 18. SYSTEMS INTERFACES CLEARANCE SYSTEM INTERFACE This interface will be designed to ensure that no two Customer Agents are competing for the same prospect. For new business submissions via the eBOP system, a call will be made to the Customer host to determine if the account already exists under the same product offering. The results of the search will be returned to the eBOP system to allow the Agent to continue the submissions or notify the Agent that the account is being serviced by another appointed agency that is associated with Customer. 24 53 An update to the record in Customer's system will be made at defined points within the submission cycle and at policy renewal. FARE SYSTEM INTERFACE Businessowners building and contents premium file and claims file will be sent monthly to Customer. This file layout has been provided to IMS for its review and analysis. IMS will provide this capability. CLAIM TPA INTERFACE This interface will allow Claim TPA's selected by Customer to submit monthly data files to IMS for processing into the IMS businessowners system. The claims data fed to the IMS system will be used to provide the required information to Customer in the monthly FARE, creation of policy loss run reports and for any required statutory reporting requirements. IMS will provide an interface to retrieve the following information from the a third party vendor system: o Public protection class o Wind o Crime grading IMS will provide an interface to retrieve the following information from a third party vendor system: o Business established date o Credit scoring o SIC code verification o Bankruptcy proceedings o Duns number identification IMS will offer Customer an interface to a third party vendor to be determined by Customer, or integrate the third party vendor's database and calculation algorithm, to perform an insurance-to-value calculation. IMS will provide a time and material estimate upon receipt of the file specifications and business requirements. DELIVERY OF THESE ADDITIONAL PROCESSES IS OUTSIDE THE SCOPE OF THE AGREEMENT. IMS will offer Customer an interface to the Hartford Steam Boiler Inspection and Insurance Company for the purpose of submitting premium bordereaux and the corresponding premium payments on a monthly basis within the days specified in the treaty. IMS will provide a time and materials estimate to implement this function. DELIVERY OF THESE ADDITIONAL PROCESSES IS OUTSIDE THE SCOPE OF THE AGREEMENT. IMS will offer Customer a data feed to Customer's catastrophe modeling system. IMS will provide a time and materials estimate to implement this function. DELIVERY OF THESE ADDITIONAL PROCESSES IS OUTSIDE THE SCOPE OF THE AGREEMENT. 18.1 ADDITIONAL SUPPORT FUNCTIONS In addition to Internet access, a Customer-specific toll-free number, Interactive Voice Response ("IVR") and voice mail will be used to service Customer`s Agents and insureds. The IVR provides support for quick inquiries with responses available for frequently asked questions, voicemail, access to the IMS customer service and underwriting department, and the IMS IS support center. Information available through IVR includes: o Last payment received o Outstanding balance on account 25 54 o Next payment due o Renewal payment due o Cancellation reason code o Cancellation date o Non-renewal reason code SCREEN SPECIFICATIONS PROTOTYPE The Prototype screens provide a visual representation of the specific input screens that will be developed by IMS to support the BOP business for Customer. This approach does not allow for functional changes to the screens. Customer will provide IMS with reasonable input regarding the "look and feel" of the screens being developed. This input may include items such as the addition of "drop down" boxes or cosmetic enhancements to the color scheme. RESOURCES IMS will provide the following resources necessary to perform the Insurance Administration Services to be provided under the Agreement. IMS will identify the "key" employees prior to the commencement of applicable Rollout Plan. If additional resources are necessary, IMS will provide those resources as the Insurance Administration Services to be provided under the Agreement reasonably dictate. TYPES OF RESOURCES INFORMATION SERVICES Account Manager The Account Manager will provide overall technical management and have accountability for all technical responsibilities associated with the Customer's account. The Account Manager will determine project prioritization within and across product lines and set project direction from analysis through implementation. In addition, the Account Manager will provide assistance and direction in utilizing the established system development methodology for systems analysis and conceptual design. This individual will also assume management responsibility for resource allocation, provide front-line leadership to associates, assist in career development planning and conduct performance reviews. Business Systems Analyst The Business Systems Analyst will be responsible for establishing and maintaining relationships at the product level. The Business System Analyst often has expertise in more than one product line and uses that knowledge to participate in project prioritization within their specialized product lines. The Business Systems Analyst will utilize the established system development methodology during systems analysis and conceptual design to prepare and present project deliverables. He or she will be expected to establish and maintain effective communications, frequently acting as a liaison with both business analysts representing the Customer and systems analysts representing IMS during the project life cycle. Systems Analyst AS400 / RPG The System Analyst will be responsible for the analysis, design, construction, testing and implementation of computer based programs/systems. He or she will be expected to meet business/project objectives and conform to technical standards and conventions. The System Analyst will provide programming support to both end users and IS associates. He or she will also be responsible for researching and correcting program and system failures. 26 55 Forms Specialist The Forms Specialist will be responsible for developing and administering product support in the form of user and system documentation for all software applications. This responsibility will include creating user guides, on-line assistance, and other documentation whenever necessary. In addition, the Forms Specialist will perform the tasks associated with the electronic design, setup, and support of all insurance-related forms. End User Support End User Support will provide varying levels of end user support (for hardware, software, telephony, and other computer related equipment as reasonably required. He or she will be expected to have the ability to determine the complexity of a problem and either take corrective action or ensure that any additional resources necessary to correct the problem are notified. Network Telecommunication Engineer The Network Telecom Engineer will be responsible for investigating any issues associated with the design, testing, integration and implementation of computer, LAN/WAN, telephony equipment and all associated computer operating systems. In further support of the corporate hardware and software configuration, he or she will also be capable of performing the job functions related to capacity planning, performance tuning, and systems production support. AS/400 Operations The AS/400 Operator will be responsible for the processes required to run production jobs (daily, weekly, and monthly), print various reports, process data transmissions, and run systems back-ups. He or she also will process special requests such as data restores, vary devices on/off, and emergency print jobs. CUSTOMER SERVICE Commercial Lines Manager The Commercial Lines Manager will be required to provide leadership for the policy and call center administration unit and has primary accountability for daily operations. The Commercial Lines Manager will make recommendations relative to business plan strategies but will be primarily focused on the execution of the plan as approved by senior management of IMS. Additionally, the Commercial Lines Manager will have direct responsibility for IMS supervisors and subordinate associates and will have shared responsibility for the profit and loss experience of the department. The Commercial Lines Manager will also assists in establishing and monitoring the performance objectives that support the goals of IMS and Customer. Customer Service Supervisor The Customer Service Supervisor will provide front-line leadership to IMS commercial line associates on a daily basis by providing assistance and direction in career development. Although this individual has input regarding budget planning, his or hers primary role will be to carryout business plan objectives, manage the allocation of resources and respond to and implement the directives from IMS management. Product Coordinator The Product Coordinator will be responsible for working closely with the customer service representatives and IMS management to provide the technical training required to support Customer's underwriting guidelines and rules. The Product Coordinator will ensure that everyone associated with the eBOP program is aware of system changes or enhancements. Other job responsibilities associated with the Product Coordinator include: maintaining thorough product knowledge and being able to relate that knowledge to the processing functions; expertise in training department personnel; and monitoring the quality of service that is provided to Customer. Underwriter The Underwriter will have experience and be capable of selecting and identifying new and renewal at-risk business. The Underwriter will be required to apply Customer's underwriting 27 56 philosophy and standards when making decisions regarding acceptability of a risk. The Underwriter will also be required to develop and maintain a productive working relationship with Customer's Agents and underwriting management staff. In addition, ensuring acceptable time service standards are met relative to processing Customer's new business, renewals, audits, change endorsements and cancellations will be part of the Underwriters' overall responsibilities. Test Analyst The Test Analyst will provide technical support for major system test projects, enhancements and corrections. The Test Analyst will have a level of technical competence that will allow them to understand new requirements and develop specific test plans that will support the proposed changes. The Test Analyst will be required to execute a test plan and compare the results with the requirements to determine if application is functioning as intended. The Test Analyst will be responsible for notifying IMS' IS department of any discrepancies discovered during the testing phase and will track the progress of a project and provide management with regular status reports. Quality Control Representative The Quality Control Representative will be responsible for correcting policies that are listed on the daily error report. The Quality Control Representative will keep detailed record of error trends, and recommend and coordinate appropriate action with the Product Coordinator and IMS management. Additionally, the Quality Control Representative will perform quality reviews on all functions in the IMS customer service department and will analyze and process internal measurement reports on a daily, weekly and monthly basis. Customer Service Representative IMS will provide Customer with Customer Service Representatives ("CSR") that will handle the Agent inquiries regarding Customer policies, or the occasional policyholder, in a courteous, positive and professional manner. Each CSR position is monitored to ensure time service, quality, productivity, telephone availability and call time standards are being met. The CSR will also be responsible for maintaining an in-depth knowledge of the rules and procedures for processing all commercial line functions. Accounting IMS will provide an Accounting Manager for Customer who is responsible for sign-off of all accounting reconciliation weekly and monthly financial reports. Regulatory/Compliance Analyst. IMS will provide a Regulatory/Compliance Analyst for Customer within six (6) months from the effective date of the Agreement. He or she will be expected to establish and maintain effective communication, acting as a liaison with both Customer's Compliance Manager and IMS Operations and Development Teams to ensure implementation of regulatory requirements as provided by Customer. IMS Internal Audit Executive IMS will, from time to time, involve its internal Audit Executive to review IMS' compliance of Customer's pre-defined policies and procedures. Premium Audit Analyst The premium Audit Analyst will oversee the premium audit workflow to ensure audits are ordered on a timely basis, audit response is received from audit vendor within established timeframe, and instruct action on policy based on agreed upon guidelines established between IMS and Customer. He or she will communicate directly with audit vendor, Customer's audit manager, agents and insureds where necessary. 28 57 ORGANIZATIONAL APPROACH FOR DEVELOPMENT & IMPLEMENTATION OF THE FIRST STATE The following chart depicts the types of resources required for developing the BOP application, developing the interfaces and implementation of both.
ACCOUNT MANAGER - ------------------ ------------------ ------------------- ------------- ----------------- Forms Statutory ___*___ Interfaces Reporting Development Reporting - ------------------ ------------------ ------------------- ------------- ----------------- Business Systems Business Systems Business Systems Systems Business Systems Analyst(s) Analyst(s) Analyst(s) Analyst(s) Analyst - ------------------ ------------------ ------------------- ------------- ----------------- Systems Systems Systems Systems Analyst(s) Analyst(s) Analyst(s) Analyst(s) - ------------------ ------------------ ------------------- -----------------
IMS INFORMATION SERVICES RESOURCES The following chart depicts the types of resources required for developing the state specific changes for the next ___*___ states. This will include implementation of the BOP product in ___*___. Other states may take the place of these states provided implementation is not more difficult and has not began for the state being replaced.
ACCOUNT MANAGER - ------------------ ------------------ ------------------- ------------------ ___*___ ___*___ ___*___ ___*___ - ------------------ ------------------ ------------------- ------------------ Business Systems Business Systems Business Systems Business Systems Analyst Analyst Analyst Analyst - ------------------ ------------------ ------------------- ----------------- Systems Systems Systems Systems Analyst(s) Analyst(s) Analyst(s) Analyst(s) - ------------------ ------------------ ------------------- ------------------
IMS INFORMATION SERVICES RESOURCES The following chart depicts the types of resources required for developing the state specific changes for the next ___*___ states. This will include implementation of the BOP product in ___*___, and ___*___. Other states may take the place of these * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 29 58 states provided implementation is not more difficult and has not began for the state being replaced.
ACCOUNT MANAGER - ------------------ ------------------ ------------------- ------------- ----------------- ___*___ ___*___ ___*___ ___*___ ___*___ - ------------------ ------------------ ------------------- ------------- ----------------- Business Systems Business Systems Business Systems Business Systems Business Systems Analyst Analyst Analyst Analyst Analyst - ------------------ ------------------ ------------------- ----------------- ----------------- Systems Systems Systems Systems Systems Analyst Analyst Analyst Analyst Analyst - ------------------ ------------------ ------------------- ----------------- -----------------
SUPPORT RESOURCES The following types of resources will be assigned as states are deployed. The quantity of resources depends on the number of states that have been implemented. As new states are moved into production and support needs increase, additional resources will be utilized. o Help desk o Statutory reporting o Engineering for infrastructure o Forms specialist * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 30 59 IMS CUSTOMER SERVICE RESOURCES The following chart depicts the resources required for servicing eBOP. As new states are deployed and servicing needs increase, additional resources will be utilized. IMS Senior Management Commercial Lines Management Admin Assistant Customer Service Product Supervisor Coordinator Customer Service Underwriters Representatives Clerical Test Quality Support Analysis Control Representatives IMPLEMENTATION APPROACH NEW IMPLEMENTATION The implementation of the applicable Roll Out Plan will begin once Customer has received filing approval for eBOP product in the states that require insurance department authorization for rates and forms. IMS will be in production with the base system, interfaces, reporting, forms and statistical reporting for an individual state in one hundred and fifty (150) calendar days after Customer's signoff on the Detailed Business Requirements Document. After the one hundred and fifty (150) calendar days and the completion of the implementation for the first state, IMS can be in production with the base system for the next ___*___ states in sixty (60) calendar days, and a subsequent group of ___*___ states within sixty (60) calendar days. After the initial ___*___ states are implemented, the states will be implemented in groups of ___*___ until completion of all Authorized States. Customer will ensure the filings for each state is completed prior to the start of the state applicable Rollout. (The Rollout Plan is in APPENDIX A.) The initial state to be implemented will be ___*___, unless any unforeseen issues arise with the ___*___ State department of insurance approval process. If any unforeseen issues arise, Customer will advise IMS of the alternate first state, which will be no more complex to implement than ___*___. The first ___*___ states are intended to be a subset of the following and will be chosen based on ease of implementation: ___*___. Other states may take the place of these states provided implementation is not more difficult and has not began for any state(s) being replaced. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 31 60 IMPLEMENTATION SERVICES The IMS Implementation Team will provide product support and strategic implementation services. The Implementation Team will provide the following services: o Project management services PROJECT PLANNING 1. Definition of work requirements 2. Definition of quantity and quality of work 3. Definition of resources needed PROJECT MONITORING 1. Tracking progress 2. Comparing actual outcome to estimated outcome 3. Analyzing impact 4. Making adjustments o Implementation approach o Electronic commerce strategies for property and casualty insurance companies o Electronic commerce application and system architecture development o Data Center services o Technical support services ENHANCEMENTS/CHANGE CONTROL Requests for changes and technical assistance will be handled through the IMS' "Systems Development Life Cycle", as referenced in the Agreement. Customer will submit a change request form to the IMS' Account Manager identifying the change or technical assistance required. The IMS Account Manager will develop a "Quote Sheet". The Quote Sheet will include initial time, cost estimates and initial Project Plan. Once approval is received from Customer on the Quote Sheet, the IMS Systems Analyst will perform design, development, and testing. TRAINING To assist in educating the Agents on the use of the Internet interface and the IMS base system, IMS will provide two seminars in the first year of operation, each at a single site. After the first year of the Agreement, a single seminar will be provided at the request of Customer. IMS' preferred approach to training is to "train the trainer." IMS anticipates that the Customer's field Vice Presidents would most likely be the individuals with whom IMS would train in the above referenced seminars. In addition to the above referenced training, if Customer chooses to license the Brio(R) reporting tool, IMS will provide additional training services for this product on a time and material basis. TECHNICAL SUPPORT CUSTOMER SERVICE HOURS OF OPERATION Monday through Friday, 8:00 a.m. to 8:00 p.m., Eastern Standard Daylight Time. Arrangements can be made to accommodate extended hours of operation. Exclusions from this time are IMS' corporate holidays. These holidays are: New Year's Day Memorial Day Independence Day 32 61 Labor Day Thanksgiving Day Day after Thanksgiving Christmas Eve Christmas Day In the event the holiday falls on a weekend IMS will transfer the holiday to a working day prior to or after the holiday. 33 62 IMS BPO SERVICE STANDARDS LEVELS In accordance with ARTICLE X (A) (d) of the Agreement, the following are the "Service Standard Levels" that are applicable to the Commercial Lines Business Owners (BOP) program (Authorized Line of Business): HOURS OF OPERATION The IMS commercial lines customer service department will provide service for Customer, its Agents and insureds Monday through Friday 8:00 AM to 8:00 PM, EST. TELEPHONE SERVICE IMS will respond to telephone inquiries from Customer's Agents and insureds at a service level of eighty-five percent (85%) of all calls answered within twenty-five (25) seconds or less. A Meridian Total Service Factor ("TSF") report will be provided to Customer every Monday (unless that Monday is a IMS corporate holiday, in which case the TSF report will be provided the next Business Day) for the previous week's call activity. TSF is calculated by (calls answered + calls abandoned + direct calls In) - (# Answered after threshold * # Abandoned after threshold) x 100 = divide answer by total of first set of ( ). PROCESSING For policies handled through exception processing procedures: Cash receipts one (1) Business Day New business fourteen (14) Business Days Renewals ten (10) Business Days or within established state regulatory guidelines, whichever is less. Endorsements ten (10) Business Days Cancellations two (2) Business Days or within established state regulatory guidelines, whichever is less Correspondence five (5) Business Days Exception quote one (1) Business Day from receipt Premium audit billing ten (10) Business Days For policy transactions submitted through the Internet: Cash processing (EFT, ACH, Credit Card) twenty-four (24) hours New business twenty-four (24) hours Endorsements twenty-four (24) hours Cancellations twenty-four (24) hours Renewals twenty-four (24) hours Correspondence five (5) Business Days Cash receipts one (1) Business Day Commission checks will be issued by the fifteenth (15th)) calendar day of each month for commission due on policies from the prior month. ISO error corrections will be completed within the mandated timeframes for each state. 34 63 REGULATORY CHANGES Fees to complete regulatory changes are included in the Insurance Administration Services pricing. IMS will complete all regulatory changes within the compliance date assuming IMS receives a minimum thirty (30) calendar day prior written notification from Customer. In the event that IMS receives less than thirty (30) calendar days written notification and/or the effort is extraordinary, IMS will make every reasonable effort to complete the changes within the compliance date. SYSTEM ENHANCEMENTS LESS THAN 40 HOURS Fees to complete minor enhancements are included within the Insurance Administration Services Pricing. An initial scope assessment, with an approximate estimate of hours, will be provided to Customer within ten (10) Business Days from the date IMS receives notification of an enhancement request. Based on signed approval of Detailed Business Requirements, IMS will proceed with completion of the enhancement. SYSTEM ENHANCEMENTS GREATER THAN 40 HOURS Fees to complete sizable enhancements are at time and materials rate. An initial scope assessment, with an approximate estimate of hours, will be provided to Customer within ten (10) Business Days from the date IMS receives notification of an enhancement request. For projects greater than two hundred (200) hours, IMS will provide an estimate at the completion of Detailed Business Requirements and give Customer the option of a "fixed" price project. In either case, IMS will proceed based on signed approval of the "Detailed Business Requirements". DATA CENTER IMS' Data Center goal for "up time" is 99%. It is IMS goal to provide this standard to Customer. The system availability is from 4:00 AM - 2:00 AM EST (22 hours). NOTE: ALL SERVICE STANDARD LEVELS ARE MEASURED IN BUSINESS DAYS (UNLESS OTHERWISE NOTED IN THE EXHIBIT) FROM THE DATE AN ERROR-FREE INTERNET TRANSACTION, OR MAILED-IN OR FAXED DOCUMENT IS RECEIVED. 35 64 EXHIBIT II COMMERCIAL LINES UMBRELLA ONLINE PROGRAM DEFINITIONS Capitalized terms, not otherwise defined in the Agreement or in this Exhibit, shall be construed as otherwise generally understood in the insurance and data processing industry. PLAN OF OPERATION PROJECT ASSUMPTIONS With the expansion of Customer's business plan incorporating its new Internet Commercial Lines Umbrella Online program, Customer intends, over the short-term, to use its current insurance sales Agent network. Ultimately, by expanding its product offerings Customer represents that it will increase its distribution channel and create the opportunity for significant premium growth. In order to ensure that Customer is positioned to achieve its stated goals and that it will be able to provide its insurance sales agents ("Agents") with an Internet solution that is compatible with its current system capabilities, IMS has developed the following system requirements. These requirements are based upon information provided by Customer. 1. Customer's Commercial Lines Umbrella Online product will have a similar "look and feel" to eBOP and move Cybercomp toward a seamlessly integrated system. 2. Through this new program, Customer will make Umbrella coverage available for underlying policies written in the eBOP program, or written through other insurance companies. Acceptability for risks placed with other companies will be based on that insurers' AM Best Rating, business classifications, and application of underwriting template. 3. IMS will implement, at a minimum, a system based on Customer's existing Commercial Lines Umbrella Online product definition with the following functionality for eBOP: o Quick quote function o User controlled editing to establish distinct underwriting rules o Use of customer filed forms o Customized output with customer specific logo on forms o Loading of rate files o Receivables processing o Automated renewal/endorsement process o Cancellation processing o Agency management reporting o Premium and commissions accounting o Generation of commission statements and checks o Testing of all functions with Customer's data o Controlled environment with Customer approval and sign-off of test results o Document packaging o Cash processing o Reinsurance processing o Claims management reporting o Interfaces for Customer's Clearance system and FARE 4. Customer will utilize IMS' document packaging for policy and billing form distribution. To facilitate this packaging process, OCR lines must be printed on all forms. Customer will identify those states in which it will be required to re-file any policy forms. 1 65 5. In order to develop the final system specifications and to complete the business requirements document, IMS will require and Customer agrees to promptly provide the following additional information: STATE SPECIFIC INFORMATION: o Cause of loss codes by coverage and state (if state differences apply) o State specific filed forms GENERIC INFORMATION: o Underwriting manuals o Filed forms o Cybercomp classification eligibility matrix o Annual statement line of business by coverage o Binding requirements and workflow o Standard anti-fraud wording o Endorsement business rules and workflow o Cancellation business rules and workflow o Reinstatement business rules and workflow o Renewal business rules and workflow 6. The Customer underwriting group will provide IMS with the necessary changes to the prototype screens in states where applicable. IMS will apply these changes to the screens once they have been received from Customer. 7. Customer has provided IMS with a sample Commercial Lines Umbrella Online declaration page and schedule of underlying insurance. These documents will be reviewed and modified as dictated by the Commercial Lines Umbrella Online program requirements. Customer will promptly provide copies of all general and state specific forms to IMS. 8. A list of the standard reports available from IMS has been provided to Customer. Customer can choose the reports that it would like to receive on a regular basis from this list. 9. Customer Agents will be required to input the liability limits of the underlying policy, if the underlying policy is written through an insurer other than Customer's eBOP program. Customer represents and warrants to IMS that the underlying coverages do not need to be reported to ISO if the underlying policy is an ISO BOP policy. 10. Customer will promptly provide IMS with a matrix of states where there is a Ten Thousand Dollars ($10,000) retained limit and where no retained limit applies. 11. Reinsurance will be applied in accordance with Customer's reinsurance treaty agreements. 12. IMS assumes that the required underlying limits for the Customer Commercial Lines Umbrella Online policy will be based on the basic industry limits: o $1,000,000 per occurrence o $1,000,000 general aggregate o $1,000,000 product/completed operations aggregate Business Auto Liability o $1,000,000 combined single limit Employers Liability o $100,000 bodily injury per accident o $100,000 bodily injury by disease per employee o $500,000 disease aggregate 13. Customer Umbrella Online policies are non-auditable, therefore IMS processing services will not be required to support this function. 2 66 14. Inspections are not required on the Umbrella Online policies, therefore IMS processing services will not be required to support this function. 15. State calls are not required for Commercial Lines Umbrella Online. However, IMS will assist Customer by providing Umbrella Online specific data required for any special state calls as requested by Customer. 16. Customer Umbrella Online policies will be written on an occurrence basis. 17. Rating algorithms do not vary by state for the Umbrella Online program. 18. IMS will correct the "Umbrella Online" online screens to ensure these rating screens will have correct input capability for the Agents in order to system generate the declaration pages and other required forms for each issued policy. 19. Customer's Umbrella Online policies will be no less than monthly term policies. The Umbrella Online program requires the GL underlying to be concurrent with the Umbrella Online policy term. If the underlying GL policy expires in less than (1) one year, the Umbrella Online policy will be written as an annual term and cancelled upon request at the expiration of the underlying GL policy. 20. The prototype screens developed are representative of the approach IMS used for other products in the Cyber products family and will be modified to represent the Customer Commercial Lines Umbrella Online product requirements. IMS will re-scope these requirements before finalizing the Detail Business Requirements. 21. Claims processing will be handled by Customer and will not require IMS to develop an interface to the IMS system. 22. Customer will promptly provide to IMS on a timely basis, any special data capture requirements for processing professional incidental coverages. 23. Customer will promptly provide on a timely basis the data requirements for any data not contained within the fifteen (15) file layouts currently used by the Brio(R) reporting tool. IMS requires the data for creating claims and additional accounting reports. 24. IMS will complete any "A" Rate filings where needed based on the required data. 25. IMS will provide insured welcome letters ("Welcome Letter") to be generated and mailed out of the IMS system. The Welcome Letter consists of a one (1) page document that is mailed to the Insured. The Welcome Letter will be mailed with the policy if the policy is mailed within seven (7) Business Days of binding. If policy is not prepared for mailing within seven (7) Business Days, the Welcome Letter will be mailed separately. 26. IMS will provide time and material estimates to implement the various components required for interfacing the Kokopelli designed web-site to the IMS system as the detail specifications are provided by Customer. DELIVERY OF SUCH FUNCTION IS OUTSIDE THE SCOPE OF THE AGREEMENT. These components are as follows: o RFP - IMS will be given an opportunity to respond to the RFP for hosting the web system. o Agency profile and set up will be done on Kokopelli front-end. Customer will require that the Agent have a logon for Kokopelli and a separate logon to the IMS application as an additional security layer. Agent will be required to input password to access quote and support application. IMS will develop the interface/integration between the IMS security system and Kokopelli. o IMS will develop a https protocol between Kokopelli and the IMS producer system and the PDS' Agent master when agency appointment is approved, updated, cancelled. Customer will need to 3 67 establish the procedures for handling sub-producers via the Kokopelli system or other defined process. o IMS will provide a daily file containing policy status information to the Kokopelli system. The insureds access is limited based on whether an in-force policy exists for them. o IMS will provide insured access to the loss run reports provided to the Agents via the support site. The navigation should be streamlined to eliminate the selection choices and display only the loss run report for the insured's policy. o Customer will promptly provide IMS screen prints of the Kokopelli web-site in order to develop a similar look and feel for the product sites being developed. The color scheme and background layout of the Kokopelli site should be similar in the product sites. All other functions will be specific to the product application or follow the current Workers Comp Internet application. o IMS will provide separate time and material estimates for components listed above based on whether IMS is the web hosting vendor or not. o In the event the Kokopelli solution for Agent appointment is not in production prior to the implementation of the first state rollout on the IMS system, an alternate solution for establishing the Agent data in the IMS system will be developed. 27. IMS will provide Customer a time and materials estimate to implement an interface to a premium finance company for retrieving a finance quote and establishing financing at binding. DELIVERY OF SUCH FUNCTION IS OUTSIDE THE SCOPE OF THE AGREEMENT. 28. IMS will provide the ability for the Agents to process premium and non-premium endorsements to in-force policies via the Internet application. 29. The IMS system will provide the ability to process Umbrella Online policies with up to three (3) underlying policies per coverage. 30. In order to accommodate for policies issued on the "Umbrella Online" application prior to the implementation of the IMS system, IMS will provide data entry services to input all upcoming renewals in order for the Agent to renew the business via the Internet application. This service will be provided at the contracted data entry rate specified in Schedule B. IMS will support any merging of data prior to the renewal at the time and materials rate. DELIVERY OF SUCH FUNCTION IS OUTSIDE THE SCOPE OF THE AGREEMENT. 31. IMS will provide Customer the capability to offer its Agents installment agency billing for Agents' Umbrella Online Policies. With the cooperation of Customer, this function will be made available to Customer no later than twelve (12) months from Customer's request to implement this function. 4 68 REQUIREMENTS DEFINITION BUSINESS REQUIREMENTS THIS SECTION DETAILS THE APPLICABLE STIPULATIONS OF THE INSURANCE ADMINISTRATION SERVICES TO BE PROVIDED UNDER THE AGREEMENT BASED ON THE CATEGORIES LISTED BELOW. 1. DOCUMENT PACKAGING REQUIREMENTS NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. IMS uses automated, system-generated forms, from policy declaration pages to Agent statements, and maintains the necessary form information: form names, recipients, and printer instructions, including variable information such as company name and address. The IMS system not only catalogs all current forms in use, but also stores previous versions of forms should IMS need to retrieve them for Customer's legal or auditing purposes. STANDARD FORMS AND DISTRIBUTION:
- ----------------------------------------------------------------------------------------------------------------- DOCUMENT FORM PACKAGING FORM DESCRIPTION RECIPIENT RECIPIENT DISTRIBUTION - ----------------------------------------------------------------------------------------------------------------- Declarations I,A,L,X I,A,L,X Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- Optional Endorsements I,A,L,X I,A,L,X Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- Installment Due Notice I,L,X I, L, X Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- Schedule of Payments A only A only Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- Short Down Payment Notice I,A,L,X I,A,L,X Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- Adjusted Premium Notice I,A,L,X I,A,L,X Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- Cancel Underwriting (reason codes on I,A,L,X A,L,X Insured's copy goes proof of mail to back) insured - ----------------------------------------------------------------------------------------------------------------- Notice of Cancellation (reason codes on I,A,L,X A,L,X Insured's copy goes proof of mail to back) insured - ----------------------------------------------------------------------------------------------------------------- Notice of Nonrenewal (reason codes on I,A,L,X A,L,X Insured's copy goes proof of mail to back) insured - ----------------------------------------------------------------------------------------------------------------- Confirmation of Cancellation I,A,L,X A,L,X Insured's copy goes proof of mail to insured - ----------------------------------------------------------------------------------------------------------------- Cancellation Nonpay (has coupon on back) I,A,L,X A,L,X Insured's copy goes proof of mail to insured - ----------------------------------------------------------------------------------------------------------------- Cancel Policy Financial Status A only A only Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- Notice of Reinstatement I,A,L,X I,A,L,X Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- Notice of No Coverage I,A,L,X A,L,X Insured's goes proof of mail to insured - ----------------------------------------------------------------------------------------------------------------- Additional Premium Due I,A,L,X I,A,L,X Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- Premium Due Notice I,A,L,X I,A,L,X Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- Past Due Premium Notice I,A,L,X I,A,L,X Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- Balance Due Notice I,A,L,X I,A,L,X Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- Balance Due Final Notice I,A,L,X I,A,L,X Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- Renewal Notice/Payment Schedule I,A,L,X I,A,L,X Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- Final Renewal Notice I,A,L,X I,A,L,X Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- BAS/Corr Letterhead I,A,L,X I,A,L,X Recipient's copy directly to recipient - ----------------------------------------------------------------------------------------------------------------- All coverage forms I only I only Recipient's copy directly to recipient - -----------------------------------------------------------------------------------------------------------------
Legend: I = Insured, A = Agent, L = Lender, X = Additional Interest 5 69 2. IMAGING REQUIREMENTS NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. The IMS underwriting department has access to all documents that are sent to IMS and all document packaging output documents related to a policy through an electronic form archive. As a standard procedure all system-generated documents are transmitted to the imaging system via Computer Output to Laser Disc ("COLD"). These stored images are duplicates of the original documents sent to the policyholders, Agents and other respective parties and can be reproduced for Customer, its auditors and reinsurers, and its Agents upon request. IMS does not retain hard copy documents once the IMS records management department scans the images into the system. 3. INPUT REQUIREMENTS The information required for quoting and binding a policy will be input into the Internet system by Customer's Agents. IMS' underwriting department will handle exception processing that may occur based on procedures as defined by Customer. An individual Agent will be able to enter the same quote within a predefined number of attempts. If this number is exceeded, that Agent will not be allowed to continue the process and will automatically be referred to IMS' customer service department for assistance. The production quote count would not be affected by an unsuccessful quote attempt. The input requirements, as defined in the Agreement, are based solely on the information provided by Customer. During the implementation of the Rollout Plan, as the detailed underwriting information for each state is determined, additional requirements will be incorporated into the project scope. IMS will complete the detail analysis to determine all required fields for quoting and binding based on the forms and distribution documents, the bureau reporting requirements and any Customer Commercial Lines Umbrella Online specific underwriting rules. The completion of this analysis is dependent upon receipt of all completed Commercial Lines Umbrella Online underwriting rules and guidelines from Customer. 4. MANAGEMENT REPORTING REQUIREMENTS NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. The reports that Customer has provided to IMS have been analyzed and compared to the IMS standard reports to ensure that the information Customer requires is available. This analysis and a list of IMS' standard reports have been provided eBOP to Customer and Customer acknowledges receipt thereof. IMS will send a weekly e-mail with the Weekly Data File Report that represents an Agent's Umbrella Online book of business to each Marketing/Field Representative. IMS will also send this information to Customer's Accounting Group via e-mail. In addition, IMS will provide Customer with an accounting group report that contains all Umbrella Online books of business sorted by Customer's Marketing/Field Representative. 5. AD HOC REPORTING REQUIREMENTS NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. IMS utilizes a third party ad hoc reporting tool called Brio(R). Brio(R) report provides the enterprise reporting tools and technology that Customer will need to develop and process a complete range of reports, from small reports to mission-critical operational reports that access large volumes of data in production databases, legacy applications, and data warehouses. Output from Brio(R) report can range from high-volume printed reports to highly interactive reports delivered via the Web. BRIO(R) CAPABILITIES The following is a list of Brio(R) capabilities that Customer may choose to utilize. The use of these features is determined at the end user level. o Merge premium data with loss data 6 70 o Read only so that the data can be changed o Drill down into the data 0 Intelligent method for subtotaling and totaling o Can filter the data by year to date, week to date, etc. o Time Service Report--e-mailed or static on the Customer's web site o Running the month end process on a weekly basis o Fifteen (15) file layouts for reporting against month end o Three to five (3- 5) additional file layouts based on specific data reporting requirements to be provided by Customer NOTE: In order for Customer to realize the full benefits of the Brio(R) reporting tool, it would be necessary for Customer to establish a dedicated line into the IMS system. This would allow Customer to access Brio(R) and Customer-specific data. 6. FORMS Customer has provided IMS with its Commercial Lines Umbrella Online declaration page and schedule of underlying insurance. IMS will provide the capability to generate these documents as required with all pertinent information from IMS' Umbrella Online system. As previously stated, upon receipt of the coverage form from Customer, IMS will complete the detail analysis to confirm all information required on the form is being captured via the system. 7. OUTPUT AT AGENT'S OFFICE NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. In response to Customer's request that specific forms be available to print in the Agent's office IMS agrees to provide the following: o Quote o Memorandum of coverage o Application o Binder o Billing status information o Policy status information o Employer limits information o State specific program underwriting forms o Policy loss run report o Premium finance agreement (creation of the finance agreement requires an interface with a premium finance company. THIS INTERFACE IS OUTSIDE THE SCOPE OF THE AGREEMENT.) Upon receipt of these documents from Customer, IMS and Customer will cooperate to co-develop the output so that forms will meet the Umbrella Online program requirements. Customer will provide IMS with sample layouts for each document. All data necessary to automatically generate the document(s) will be input by the Agent or retrieved through another agreed upon means. IMS EVENTUALLY EXPECTS TO PROVIDE A COMBINED QUOTE AND APPLICATION TO THE AGENT WHEN PROCESSING MULTI-LINE SUBMISSIONS VIA THE IMS SYSTEM. INITIALLY, HOWEVER, THE OUTPUT WILL REMAIN PRODUCT SPECIFIC UNTIL SUCH TIME AS THE COMBINED OUTPUT CAN BE SCOPED AND AN IMPLEMENTATION PLAN IS PRESENTED TO CUSTOMER. IMS WILL PROVIDE CUSTOMER AN IMPLEMENTATION PLAN FOR COMBINING THE BOP AND UMBRELLA ONLINE PRODUCTS WITHIN SIX (6) MONTHS OF THE COMPLETION THE LAST STATE ROLLOUT UNDER THE BOP ROLLOUT PLAN. 8. STATISTICAL, FEDERAL, AND STATE REPORTING REQUIREMENTS IMS understands that Customer is not required to file its Umbrella Online rates; however, for each policy issued there is a rate form that must be completed and reported by state. IMS will provide "A" rate form(s) 7 71 for the Umbrella Online program on a quarterly basis or as dictated by the state reporting requirements. Customer will provide IMS with the data fields that need to be captured on the "A" Rate form(s) such as policy number, effective and expiration dates, and description of coverage. 9. STATUTORY REQUIREMENTS IMS recognizes that statutory requirements will vary by state. IMS will analyze and document any necessary requirements based upon receipt of Customer's "Stat Plan". IMS will then identify whether or not changes are needed for the Commercial Lines Umbrella Online program. 10. UNDERWRITING REQUIREMENTS The underwriting decisions for the Commercial Lines Umbrella Online program will be completed utilizing an underwriting template provided by Customer. IMS' system will allow Customer's Agents to select the Commercial Lines Umbrella Online Liability Policy for quoting and submission online, upon completion of the BOP quote or as a stand-alone quote. The online system will also allow for automatic rejection of applications that do not meet the defined underwriting guidelines. When a fax or mail-in submission is received, the IMS commercial underwriting department will use the Internet screens and the predefined Customer rates, rules and guidelines in the system to issue or reject the policy. IMS' system will accommodate rating Umbrella Online policies for Customer's defined types of underlying coverage(s). These were defined as: o Employers liability o Automobile liability o Commercial general liability The IMS system will provide the ability to process Umbrella Online policies with up to three (3) underlying policies per coverage. IMS will also provide Customer's Agents with the ability to accept Umbrella Online policies on risks whose primary coverage is written through another insurer. If a submission for Umbrella Online is not in conjunction with a related Customer BOP or Workers Compensation quote, IMS' system will prompt for entry of the required schedule of underlying limits of insurance. The prompt may also include, but is not limited to, the following information: o Insurance carrier o Policy number o Policy effective/expiration date o Type of coverage o Limits of insurance o Bodily Injury o Physical Damage o CSL Customer may require a third or fourth carrier to be captured if incidental professional coverages are underlying. Customer will promptly provide IMS with the requirements for determining when the additional carrier information is required. 8 72 AUDITS Customer's Commercial Lines Umbrella Online policies are non-auditable and do not require IMS processing services to support this function. INSPECTIONS Customer has notified IMS that inspections are not required on the Umbrella Online policies. Therefore, IMS processing services are not required to support this function. REINSTATEMENT WITH A LAPSE IN COVERAGE NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. The IMS system will allow the user to reinstate an Umbrella Online policy with or without a lapse in coverage. Approval of any reinstatements will be subject to the guidelines set by Customer and mutually agreed upon by IMS. EXCEPTION PROCESSING NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. Submissions that fall outside of the Customer Umbrella Online underwriting guidelines that result in a disputed rejection, will be handled according to an "Exception Processing" document that will be created and mutually approved by Customer and IMS. 10.1 ACCEPTABLE CLASSIFICATION NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. Customer will promptly provide IMS the Customer classes eligible for the Umbrella Online program. Customer will then provide a matrix to IMS for use during policy processing in determining eligible classes, cross-editing of classes and generation of class specific forms. 10.2 POLICY LEVEL GUIDELINES Customer's specific underwriting rules will be displayed on a customized data entry screen. The system will be designed to ensure that the Customer specific criteria are met before the risk is accepted. The eligibility guidelines will not vary by state but will be specific to the Type of business selected by the Agent. IMS will provide these guidelines in the form of underwriting questions, as shown in the Commercial Lines Umbrella Online prototype. The resulting response from the Agent will determine the acceptability of the risk 10.3 RISK SCORING Risk scoring does not apply to the Customer's Commercial Lines Umbrella Online program. Customer has indicated all Umbrella Online policies will be issued under Reliance National Indemnity, as determined in the underwriting rules and guidelines for the Umbrella Online program. 10.4 COVERAGES Customer will promptly provide the following limits of liability under the Commercial Lines Umbrella Online program. A quote will be offered for each layer, with the Agent selecting the specific layer for binding. Customer will promptly provide IMS with a matrix of states where a Ten Thousand Dollars ($10,000) self-insured retention applies and where no retained limit applies. o $1,000,000 o $2,000,000 o $3,000,000 o $4,000,000 o $5,000,000 o $6,000,000 o $7,000,000 o $8,000,000 o $9,000,000 o $10,000,000 9 73 MANDATORY COVERAGES The Commercial Lines Umbrella Online Policy will, at a minimum, include the following underlying coverages: o $1,000,000 per occurrence o $1,000,000 general aggregate o $1,000,000 product/completed operations aggregate Business Auto Liability o $1,000,000 combined single limit Employers Liability o $100,000 bodily injury per accident o $100,000 bodily injury by disease per employee o $500,000 disease aggregate 11. RATING REQUIREMENTS CUSTOMER HAS PROVIDED IMS WITH RATING DEVELOPMENT GUIDELINES THAT WILL BE INCORPORATED INTO THE RATING ALGORITHMS. 11.1 GENERAL RATING RULES o Factors or multipliers are to be applied consecutively and not added together unless otherwise specified. o Round rates, factors and multipliers after the final calculation to three decimal places. Five-tenths or more of a mill shall be considered one mill, for example, .1245 = .125. 11.2 PREMIUM DEVELOPMENT o Customer has provided the following rating schematic for determining premium for policies submitted under the Customer Commercial Lines Umbrella Online program. o For the first million requested the following rating algorithm is used. o Add ___*___ of the (general liability premium + the greater of [___*___ of auto liability premium OR calculated unit rate]) o For contractors classes substitute ___*___ for ___*___ o The result must be no less than $___*___. For each additional million requested, the following rating algorithm is used. o Use the Increased "Limit Factor" factoring table for each million requested. Increased Limits Factor Factoring Table Layer % For Layer ----- ----------- 1M 2M ___*___ 3M ___*___ 4M ___*___ 5M ___*___ 6M ___*___ 7M ___*___ 8M ___*___ 9M ___*___ 10M ___*___ * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 10 74 o The result (for each million) must be no less than $___*___. o To Calculate the Unit Rate the following is used. For each type of motor vehicle, sum the dollar value of all vehicles. Type Multiplication Factor ---- --------------------- Private cars $___*___ per unit Light Trucks $___*___ per unit Medium Trucks $___*___ per unit Heavy Trucks $___*___ per unit o If the underlying policy is BOP, the Agent must enter the BOP premium. The IMS system will calculate the GL premium based on ___*___ of the BOP premium entered. 12. PROPOSED DETAILED INTERNET WORK FLOW The following proposed detailed workflow provides an outline of the tasks that would need to be completed by an Agent in order to enter a new Umbrella Online policy. As part of the Commercial Lines Umbrella Online project it will be necessary for IMS to develop the screens and processes to support these functions. IMS encourages the processing of cash through Electronic Funds Transfer (EFT), which is IMS' preferred method for processing cash quickly and efficiently. At least initially, Customer would like to have the ability to process checks and credit card payments in addition to EFT. To support this request, IMS will initially make all three of these methods available. (Work flow diagrams for renewals, endorsements, cancellations, and reinstatements will require further review and discussion with Customer before being finalized. However, similar or like work flow processes are anticipated for these transactions.) * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 11 75 12.1 CUSTOMER COMMERCIAL LINES UMBRELLA ONLINE PROPOSED INTERNET NEW BUSINESS PROCESS DIAGRAM Entrance Screen New Quote Support Flow Support Quote of Support Quote No Continue Working State Selection / Effective date Modify Eligibility Eligible Proposal Yes Continue Quote / Premium Print Working Bind Quote Binding Anti-Fraud Binding System Application Agent Information Instructions Marks faxes Policy EFT Pending to Cash IMS Binder 12 76 12.2 CUSTOMER PROPOSED CASH PROCESS DIAGRAM NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. IMS Entering Cash Initiates Cash Process Check Retrieve Funds ACH Sweep Account Check Received Bounced ACH Funds Credit Card Charged to Agent/ No Transferred Insured IMS Continues collection efforts No Check clears Sweep Account Credit Processed Yes Yes Notify Reliance Via Bounced ACH Email charged to Agent/ No Funds Automatic Policy Insured Transferred Issuance IMS Issues Policy Yes No IMS Cancel Policy Submit Credit Card # No Cancel Policy w/in 24 hrs. Yes System generages Output Dec Premium deposited in Reliance Account Policy Issuance Notice to Agent Reliance funds transferred to Reliance operating account IMS will draw fee from Reliance operating account
13 77 13. CUSTOMER SERVICE IMS understands that the Customer Agents will be encouraged to utilize the Internet for submitting an Umbrella Online Policy. However, IMS is prepared to quote these policies if a submission is faxed or mailed into IMS' offices. IMS' Commercial Lines staff will quote submissions and bind coverage if an Agent accepts, based on verification of the program guidelines, required underlying limits of insurance and any applicable exclusion(s). The IMS commercial lines customer service department associates will undergo comprehensive product training that will include Customer's Umbrella Online policy guidelines. 13.1 POLICY PROCESSING IMS' customer service department will utilize IMS' "Policy Processing System" for Umbrella Online policy quoting, which will be integrated with the Customer's BOP policy information. The Policy Processing System will also allow the Customer's underwriters to quote an Umbrella Online policy based on a stand-alone request. As set forth in Exhibit I, eBOP system edits are built based on the Customer Commercial Lines Umbrella Online program underwriting and rating guidelines. IMS will automatically determine risk acceptability based on these edits. 13.2 CUSTOMER SERVICE NEW BUSINESS PROCESS NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. The diagram on the next page provides a high level overview of IMS' workflow, as established for processing Customer's mailed-in or faxed new business applications. This basic workflow will also apply to renewal, endorsement and cancellation processing for the Customer Commercial Lines Umbrella Online program. 13.3 QUALITY CONTROL SELF AUDIT Customer will perform initial quality control functions during the first six (6) months of live production processing. During this time, Customer will develop a self audit process to be implemented by IMS, the terms of which will be mutually agreeable to IMS and Customer and are to be negotiated separately from this Agreement. 14 78 IMS CUSTOMER SERVICE DEPARTMENT NEW BUSINESS PROCESS DIAGRAM IMS Mailroom Receives Umbrella Submission Route to Commercial Department Underwriter Companies Automated Quote Acceptability No Decline Met? Yes Quote Emailed or Faxed to Agent Agent No Archive Accepts Quote Quote? Yes Bind Coverage upon Receipt of Funds Funds No Process Received? Cancellation Yes Customer Service Issues Policy through AS/400 15 79 13.4 CORRESPONDENCE NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. When dealing with Agents, insureds, claimants, and lenders IMS' customer service representatives utilize IMS' "Correspondence System". IMS will create and send custom form letters, track outgoing correspondence, and log incoming correspondence. IMS create the form letter templates, which then reside in the Correspondence System for repeated use based on the guidelines provided by Customer. IMS will save a copy of the letter online and create a history record showing that a letter was sent. IMS will produce user activity reports from the Correspondence System that assist in tracking outgoing correspondence created by an individual user or group of users on any date. These reports provide IMS with another opportunity to review correspondence transactions for clarity and consistency and will be shared with Customer upon request. 13.5 CUSTOMER INFORMATION NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. The Customer search option allows IMS to view all the policies belonging to a specific policyholder. The Customer update option allows IMS to change general insured information (e.g., addresses, telephone numbers, etc.). Entering this insured information one time applies the information to all products under that insured. 13.6 POLICY HISTORY AND NOTES NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. IMS will be able to respond to requests that involve historical data through the history option found within the IMS system. This option allows IMS to view policy transactions and forms in detail. Selecting the history option reveals the policy activity screen, which displays the entire history of the current policy. This function provides IMS with the ability to respond more effectively to Agents and policyholders. Additionally, when policy processing deviates from the norm, documenting these differences for future reference through the "Comments Processor" is standard procedure. This function provides an internal notebook, attached to a policy that alerts the user to important information. 13.7 APPLICATION SUPPORT TABLES NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. Over six hundred (600) files contained in the "Application Support Tables" that allow IMS to customize Insurance Tools to fit Customer's profile. IMS can revise maintenance files within the different components of the system. For example, if there are changes to rates or products, IMS can make those changes by simply copying, saving, and updating the existing values. 14. ACCOUNTING NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. Accounting services for the Customer's Commercial Lines Umbrella Online program will include: o Payment processing o Commission processing o Billing processing o Premium and claims reinsurance processing and reporting o Disbursements o 1099 reporting 16 80 IMS will support payment processing on the above listed functions as established for the eBOP program. This includes EFT, credit card and lockbox payment processing. (See eBOP Exhibit I for complete details.) PRODUCER The "I.T.'s Producer System" will manage detailed information for Customer's Agents, providing access to data ranging from the general--name, address, and Agent number, to the specific--commission rates, products sold, anD license appointments. All vital Agent premium data needed to create month-end premium production reports, Agent checks, and Agent statements in both detail and summary is integrated with the month-end system. IMS will track all contracts by Agent and product, providing Customer with both effective and expiration dates of those contracts. The I.T.'s Producer System provides IMS with the capability to set up and maintain override commissions for any Agent desiring that arrangement. In addition, an Agent relationship file will allow Customer to request IMS assign Agents to a general or reporting Agent. The I.T.'s Producer System also contains all the tables that run the Producer System so IMS can add new sales representatives, enter commission rates, or add a new Agent type at the request of Customer. 15. USER DOCUMENTATION NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. To meet Customer's requirements for clear concise user documentation to support its Agents, IMS will provide a reference guide, which will be available through e-mail, and additional online reference information. The "Umbrella Online reference guide" will include the following: o Introduction o System overview o Getting started The additional information that will be available online will include: o Underwriting responsibilities of the Agent o New quote o Unbound quotes o Problem reporting o Support site o Questions and answers In addition to the reference materials defined above, IMS will provide access to Customer's Umbrella Online Underwriting / Agent manual online. The online Umbrella Online Manual will contain a product description, claims procedures, and contacts list. To ensure that the information remains current in the online Umbrella Online Manual, Customer will promptly provide revised versions of Customer's Umbrella Online Underwriting/Agent manual to IMS. Once this information is received by IMS, a service request will be generated to archive the old version and provide the Agents with access to a new online Umbrella Online Manual as well as prior versions. 17 81 16. IT ENVIRONMENT NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. IMS will initially facilitate the Insurance Administration Services on an IBM AS/400 model 9406-650 having 4GB of main storage and over 373GB of on-line storage. Additional peripherals include on 3995 model C42 Optical Tower, one IBM 3590 tape drive, one IBM 9348 1/2 inch reel tape drive, and one IBM 6141 ASCII Workstation Controller which houses eight ports dedicated for dial up access. Additionally, initially a second AS/400 is used for programming and testing of enhancements. The AS/400's currently run IBM OS/400 Version 4, Release 2 as the operating system. The system has averaged over 99% availability for two consecutive years. Furthermore, greater than 98% of transactions are completing in less than two seconds. IMS has Local Area Network ("LAN") equipment consisting of more than fifty Microsoft NT v4.0 servers running on rack mounted Compaq Proliant server class computers and one RS6000. These servers are connected to the network backbone, and eventually to the user workstations, via a combination of Token Ring and 100BaseT. The LAN infrastructure utilizes 3Com's LanPlex Switch as the collapsed backbone, with Superstack II hubs used for workstation access. Workstations are Compaq Pentium based computers running Microsoft Windows 95, 98, or NT as their operating system. The typical user workstation is installed with Microsoft Office 97, Microsoft Outlook, and IBM Client Access 5250 emulation connecting to IMS' AS/400 via TCP/IP. The servers on the IMS LAN run the full Microsoft Backoffice suite, including Exchange that is used as the messaging server, and also as the repository for E-Mail and calendars. Other servers run NT/SQL, SMS, SNA, Internet Information Server, ViewStar Imaging, and TASC COLD. The PBX used by IMS is a Northern Telecom option 81c, which includes features such as meridian mail, customer controlled routing, and meridian link. There are over 1150 extensions in use currently. The IMS Data Center ("Data Center") is protected by a 65KVA Toshiba UPS that provides additional processing time of one half hour under full load in the event of a commercial power failure at the main processing site. The UPS running at 50% load has a battery life of over one-hour. IMS will be running the UPS at approximately 40% capacity, thereby increasing the battery life to well over one hour in the event of a power failure. All equipment in the Data Center, including AS/400, LAN, and phone equipment, will be protected by this UPS. Additionally, during non-prime time, there is a backup of the entire system performed. The data tapes associated with both the LAN and AS/400 are stored with an off-site data security vendor. IMS data processing sites currently have disaster recovery plans, which are tested either annually or bi-annually. When IMS executed its last mock disaster in January 1999, IMS was able to restore all applications and data files and establish remote connectivity within 16 hours at the IBM Business Recovery Systems hot site in New York. Policy, correspondence, and report printing functions are performed on four Xerox 4890 Color Laser printers, each rated at 92 pages per minute. These printers provide spot color capability for professional appearance of printed output. The Xerox printers are connected to a Barr system via bus and tag cables, and in turn, the Barr system is connected to the AS/400 via twinax cable. 17. SECURITY REQUIREMENTS NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. IMS' "Point of Sale Internet Solution" has a "Security Model" that includes authentication, access control, privacy, and data integrity for the web sites and applications. The Security Model use digital certificates, encryption, user ids and passwords to prevent unauthorized individuals from accessing IMS' systems. Using Secure Socket Layer ("SSL") technology, IMS will provide encryption and decryption of both request and response data being passed across network connections, such as Agent information, policy data and credit card information. 18 82 IMS is certified with the IBM e-business "Mark" program. The "Mark" tells Customer's customers and business partners that Customer is using IBM products and services as part of Customer's e-business solution. It further communicates those IBM products and services can help make a site more scalable, reliable and secure. APPLICATION SECURITY The security component allows access levels to be set for each user of Insurance Tools. When a user signs on, the system uses behind-the-scenes processing to determine proper access levels. Depending on the security level, a user can only access certain systems within Insurance Tools. Insurance Tools requires a valid user ID and password before access is granted to the system. This access is granted in varying degrees--for example, Customer may give only a supervisor the security level to delete certain data. The security component not only allows control over which systems an associate can access, but it also defines access levels within each system. In some instances, the user may view but not make any changes to certain options or systems while, in others, the user cannot view certain options or systems at all. The security administrator can change access levels as needed. Adding new users is relatively easy: simply select and copy a similar profile from another employee. The ability to add, change, and delete security accesses is available at any time. 18. SYSTEMS INTERFACES CLEARANCE SYSTEM INTERFACE - This interface will be designed to ensure that no two Customer Agents are competing for the same prospect. For new business submissions via the Customer Commercial Lines Umbrella Online system, a call will be made to the Customer host to determine if the account already exists under the same product offering. The results of the search will be returned to the Customer Commercial Lines Umbrella Online system to allow the Agent to continue the submissions or notify the Agent the account is being serviced by another appointed agency that is associated with Customer. An update to the record in the Customer system will be made at defined points within the submission cycle and at policy renewal. FARE SYSTEM INTERFACE - Premium file and claims file sent monthly to Customer. This file layout has been provided to IMS for our review and analysis. IMS will provide this capability. 19. ADDITIONAL SUPPORT FUNCTIONS NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. In addition to Internet access, a Customer-specific toll-free number, interactive voice response ("IVR") and voice mail will be used to service Customer's Agents and insureds. The IVR provides support for quick inquiries with responses available for frequently asked questions, voicemail, access to IMS' customer service and underwriting department, and the IS support center. Information available through IVR includes: o Last payment received o Outstanding balance on account o Next payment due o Renewal payment due o Cancellation reason code o Cancellation date o Non-renewal reason code 19 83 SCREEN SPECIFICATIONS PROTOTYPE The prototype screens provide a visual representation of the specific input screens that will be developed by IMS to support the Umbrella Online business for Customer. This approach does not allow for functional changes to the screens. Customer will provide IMS with reasonable input regarding the "look and feel" of the screens being developed. This input may include items such as the addition of "drop down" boxes or cosmetic enhancements to the color scheme. RESOURCES IMS will not require additional executive level management for the Customer's Commercial Lines Umbrella Online program. Every attempt will be made to leverage the resources assigned to the eBOP program for the Customer Commercial Lines Umbrella Online program. In IMS' best effort to maximize returns, it is our expectation that this will be a singular commercial lines business unit. IMPLEMENTATION APPROACH NEW IMPLEMENTATION IMS can be in production with Customer's Commercial Lines Umbrella Online System, interfaces, reporting, forms and statistical reporting for all filed states at the commencement of this agreement within one hundred twenty (120) calendar days after Customer's sign-off on the Detailed Business Requirements document. After the one hundred and twenty (120) calendar days and the completion of the implementation for the first state, IMS can be in production with Customer's Umbrella Online system for and each subsequent filed state within thirty (30) days until completion of all states. (The Rollout Plan is in Appendix B.) IMPLEMENTATION SERVICES The IMS Implementation Team will provide product support and strategic implementation services for Customer. This Implementation Team will provide the following services: o Project management services Project planning 1. Definition of work requirements 2. Definition of quantity and quality of work 3. Definition of resources needed Project monitoring 1. Tracking progress 2. Comparing actual outcome to estimated outcome 3. Analyzing impact 4. Making adjustments o Implementation approach o Electronic commerce strategies for property and casualty insurance companies o Electronic commerce application and system architecture development o Data Center services o Technical support services ENHANCEMENTS/CHANGE CONTROL Requests for changes and technical assistance will be handled through the IMS Systems Development Life Cycle, as referenced in the Agreement. Customer will submit a change request form to the IMS 20 84 Account Manager identifying the change or technical assistance required. The IMS Account Manager will develop a "Quote Sheet". The Quote Sheet will include initial time, cost estimates and initial Project Plan. Once approval is received from Customer on the Quote Sheet, the IMS Systems Analyst will perform design, development, and testing. TRAINING NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. To assist in educating the Agents on the use of the Internet interface and the IMS base system IMS will provide two seminars in the first year of operation each at a single site. After the first year of the agreement a single seminar will be provided at the request of Customer. IMS' preferred approach to training is to "train the trainer." IMS anticipates that the Customer's field Vice Presidents would most likely be the individuals with whom IMS train in the above referenced seminars. In addition to the above referenced seminars, if Customer chooses to license the Brio(R) reporting tool, IMS will provide additional training services for this product on a Time and Material basis. TECHNICAL SUPPORT NO CHANGE TO THE UMBRELLA ONLINE PROGRAM. CUSTOMER SERVICE HOURS OF OPERATION: Monday through Friday, 8:00 a.m. to 8:00 p.m., Eastern Standard Daylight Time. Arrangements can be made to accommodate extended hours of operation. Exclusions from this time are IMS' Corporate Holidays. These holidays are: o New Year's Day o Memorial Day o Independence Day o Labor Day o Thanksgiving Day o Day after Thanksgiving o Christmas Eve o Christmas Day In the event the holiday falls on a weekend IMS will transfer the holiday to a working day prior to or after the holiday. IMS BPO SERVICE STANDARD LEVELS In accordance with ARTICLE X (A) (d) of the Agreement, the following are the "Service Standard Levels" that are applicable to the Commercial Lines Umbrella Online program (Authorized Line of Business): HOURS OF OPERATION The IMS commercial lines customer service department will provide service for Customer, its Agents and insureds Monday through Friday 8:00 AM to 8:00 PM, EST. TELEPHONE SERVICE IMS will respond to telephone inquiries from Customer's Agents and insureds at a service level of eighty-five percent (85%) of all calls answered within twenty-five (25) seconds or less. A Meridian Total Service Factor ("TSF") report will be provided to Customer every Monday (unless that Monday is a IMS corporate holiday, in which case the TSF report will be provided the next Business Day) for the previous week's call activity. The calculation for this report is based on the following. TSF is calculated by (calls Answered + calls abandoned + direct calls In) - (# answered after threshold * # abandoned after threshold) x 100 = divide answer by total of first set of ( ). 21 85 PROCESSING For policies handled through exception processing procedures: Cash receipts one (1) Business Day New business four (4) Business Days from receipt of complete, accurate and valid Underlying Policy information from the Customer Agent. Renewals ten (10) Business Days or within established state regulatory guidelines, whichever is less. Endorsements ten (10) Business Days Cancellations two (2) Business Days or within established state regulatory guidelines, whichever is less. Correspondence five (5) Business Days Exception quote one (1) Business Day from receipt of complete, accurate and valid Commercial Lines Umbrella Online submission for rate information. For policy transactions submitted through the Internet: Cash processing (EFT, ACH, credit card) twenty-four (24) hours New business twenty-four (24) hours Endorsements twenty-four (24) hours Cancellations twenty-four (24) hours Renewals twenty-four (24) hours Correspondence five (5) Business Days Cash receipts one (1) Business Day Commission checks will be issued by the fifteenth (15th) calendar day of each month for commission due on Umbrella Online policies from the prior month. Bureau error corrections for "A" Rate form filing will be completed within the state mandated timeframes. REGULATORY CHANGES Fees to complete regulatory changes are included in the Insurance Administration Services pricing. IMS will complete all regulatory changes within the compliance date assuming IMS receives a minimum thirty (30) calendar days prior written notification from Customer. In the event that IMS receives less than thirty (30) calendar days written notification and/or the effort is extraordinary, IMS will make every reasonable effort to complete the changes within the compliance date. SYSTEM ENHANCEMENTS LESS THAN 40 HOURS Fees to complete minor enhancements are included within the Insurance Administration Services pricing. An initial scope assessment, with an approximate estimate of hours, will be provided to Customer within ten (10) Business Days from the date IMS receives notification of an enhancement request. Based on signed approval of Detailed Business Requirements, IMS will proceed with completion of the enhancement. SYSTEM ENHANCEMENTS GREATER THAN 40 HOURS Fees to complete sizable enhancements are at time and materials rate. An initial scope assessment, with an approximate estimate of hours, will be provided to Customer within ten (10) Business Days from the date IMS receives notification of an enhancement request. For projects greater than 200 hours, IMS will provide an estimate at the completion of Detailed Business Requirements and give Customer the option of a "fixed" price project. In either case, IMS will proceed based on signed approval of detailed business requirements. 22 86 DATA CENTER IMS' Data Center goal for "up time" is 99%. It is IMS' goal to provide this standard to Customer. The system availability is from 4:00 AM - 2:00 AM EST (22 hours). NOTE: ALL SERVICE STANDARD LEVELS ARE MEASURED IN BUSINESS DAYS (UNLESS OTHERWISE NOTED IN THE EXHIBIT) FROM THE DATE AN ERROR FREE INTERNET TRANSACTION OR MAILED-IN OR FAXED DOCUMENT IS RECEIVED. 23 87 EXHIBIT III COMMERCIAL LINES WORKERS COMPENSATION PROGRAM DEFINITIONS Capitalized terms, not otherwise defined in the Agreement or in this Exhibit, shall be construed as otherwise generally understood in the insurance and data processing industry. PLAN OF OPERATION PROJECT ASSUMPTIONS 1. To meet Customer's existing business objectives IMS will implement a Workers Compensation system, based on Customer's existing Workers Compensation product definitions, with the following functionality: o Quick quote function o User controlled editing to establish distinct underwriting rules o Use of Customer filed policy forms o Customized output with customer specific logo on forms o Loading of rate files o Use of bureau published rates/approved loss cost multipliers o Use of state mandated legal wording on policy forms/correspondence o Receivables processing o Automated renewal processing o Endorsement processing o Cancellation/reinstatement processing o Audit processing o Premium and commissions accounting o Generation of commission statements and checks o Reinsurance processing o Agency management reporting o Claims data management o Coverage verification for Customer's claims third party administrators ("Claim TPA") o Compliance of statutory reporting o Loss control survey request ordering o Inspection ordering o Testing of all functions with Customer's data o Controlled environment with Customer's approval and sign-off of test results o Document packaging o Cash processing o Interfaces for Claims TPA's, Customer's clearance system and FARE 2. Applications may be submitted by appointed Customer agents ("Agents") via the Internet for real-time quoting and binding. 3. The Internet screens will be designed as a mirror image of the current Cybercomp Workers Compensation Internet Solution. Upon completion of the Detail Business Requirements document IMS will provide, for Customer's reasonable approval, revised screens that incorporate any process/workflow improvements to streamline the data entry process by the Agent. 4. IMS will provide an interface to the Customer's "Clearance System" for Internet and faxed quote submissions and renewal business. 1 88 5. Customer is currently affiliated with NCCI and the Independent Bureaus and will provide IMS with the necessary authority to obtain the required policy processing data and underwriting rules on Customer's behalf. Where available, information will be provided to IMS electronically. 6. IMS will at least initially have to rely on Customer to provide IMS with regulatory requirements as dictated by NCCI or Independent Bureau(s). IMS will assess and apply the change to ensure compliance of the change(s) upon receipt of the information from Customer. 7. In order to utilize document packaging, OCR lines must be printed on all forms. Some states may require that Customer re-file its forms for approval before adding the OCR line. Customer will identify those states in which it will be required to re-file any policy forms. 8. Customer will promptly provide all underwriting rules and guidelines based on the program plan in each state. Any deviation from these rules and guidelines will be considered for exception processing following the mutually agreed upon exception processing policies and procedures defined by Customer. Customer and IMS will cooperate to automate any manual processing where possible. 9. Customer Workers Compensation policies will be no less than monthly term policies. 10. Customer will promptly provide IMS with all information pertinent for establishing new Agents in the IMS Workers Compensation system for policy processing. 11. Customer will combine its existing Small Business Employers Plan" and the "Business Solution Plans" into a single plan by introducing class minimum premium for each state plan. 12. Customer will provide a minimum of 10 business days advance notice to IMS prior to the effective date of changes to its underwriting program and policies and procedures. 13. IMS will follow the accounting processing (receivables and audit) rules and guidelines as defined by Customer and mutually agreed upon by IMS for audit, billing and collections, cancellation and reinstatement processing. Customer and IMS will cooperate to automate any manual processing where reasonably possible; provided, however, if automation is not reasonably possible IMS shall manually perform any accounting processing that is not automated in accordance with the Agreement and this Exhibit. 14. Audits will be ordered on an interim and annual basis on behalf of Customer for cancelled or expired policies as per Customer's guidelines. 15. Premium and claims reinsurance will be applied in accordance with Customer's reinsurance treaty agreements. Customer will promptly provide new definitions at the close of each calendar year in order for IMS to apply changes prior to the first month-end cycle of each calendar year. 16. Commissions are paid once a month, at mid-month. The commission check is based on the premium collected in the previous month multiplied by the commission rate. A commission statement will be provided to every Agent that details the transaction by policy. 17. Customer will promptly provide IMS the commission rates for new Agents or changes to existing Agents along with the effective date of the change. 18. Customer will promptly provide the necessary resources to handle the reporting required for state-specific calls based on the data provided by IMS through FARE. 19. IMS will order loss control surveys for all issued policies as per Customer's guidelines. It will be necessary for Customer to provide IMS access to the Customer's EMS database in LotusNotes. (It is the intent of IMS to automate the input of the data into the Customer EMS system. THE EFFORT ASSOCIATED WITH THIS DATA FEED IS OUTSIDE THE SCOPE OF THE AGREEMENT.) 20. Customer Claims TPA's are responsible for submitting accurate data in the correct position, size, type and format and with the correct values as assigned by NCCI, Independent Bureaus or IMS. All data formats will be edited prior to submission to IMS. 21. Customer Claims TPA's will submit one (1) file monthly to IMS by tape cartridge or as ASCII files attached to e-mail by a predefined timeframe to be mutually determined after the completion of the Detail Business Requirements. 2 89 22. IMS will provide an error report of claims rejected by the interface due to incorrect data being submitted. The report will be provided on a monthly basis after processing the current month claims file from the Claims TPA. Claims that do not pass all edits will be rejected in their entirety. Rejected claims will be corrected and resubmitted with all data previously rejected, including all financial transactions. All resubmitted transactions should be included with the next Claims TPA file transmission. All claims passing edits will be processed to IMS' system. 23. IMS will provide Customer with the required policy/claims data for calculating Claims TPA's processing fees. 24. Customer will pay all Claims TPA fees as per contract between Customer and the Claims TPA. Any services offered by IMS for third party administration" data processing beyond the contracted services will be charged to Customer per Servicing contract based upon prior approval from Customer. 25. IMS will create a policy transaction file to be provided on-line to the Claims TPA's for coverage verification. It is IMS' intent to provide the coverage verification data file to the Claims TPA's and Cybercomp on a daily basis by posting the data file to the web-enabled front-end for the Claims TPA's to access only Customer's data. It will be the responsibility of the Claims TPA to download the data on a daily or interim basis. IMS will hold the daily files for a period to be agreed upon by Cybercomp and IMS. As a transitional phase for the Claims TPA's retrieving the claims data from the Internet, IMS will provide the data files to the Claims TPA's via e-mail. 26. Customer is looking to acquire the services of a single toll free vendor ("Toll Free Vendor") for claims reporting. The Toll Free Vendor will also need a copy of the policyholder coverage information to confirm coverage, locations and forms and provide the necessary data to the Claims TPA for administering the claims. It is IMS' intent to provide the Toll Free Vendor access to the coverage verification data needed through the web-enabled front-end. The Toll Free Vendor will need access to more policy data than the Claims TPA. The IMS security levels will define the data to be accessed by the Toll Free Vendor or the Claims TPA and allow the Toll Free Vendor access to all policy data irrespective of the Claims TPA assigned. 27. IMS will order state inspections on behalf of Customer as per the state requirements. Currently Arizona and South Dakota require inspections. 28. Customer will promptly provide the data requirements for any data not contained within the fifteen (15) file layouts currently used by the (third party) Brio(R) ad hoc reporting tool. IMS will create up to five (5) additional files within the scope of this Exhibit. The data requested is needed for creating ad hoc underwriting analysis, claims and additional accounting reports. 29. IMS shall, where cost effective to IMS and after consultation with Customer, automate all data interfaces between IMS and any third party administrator utilized by Customer for processing and handling of the Workers Compensation policies being serviced by IMS. Customer will promptly provide IMS the necessary support to work with the Claims TPA's in defining and implementing such automation of data transfers into or out of the IMS Workers Compensation system. 30. In order to develop the final system specifications and to complete the Detail Business Requirements Document, Customer will provide IMS in a timely manner the following additional information: STATE SPECIFIC INFORMATION: o Underwriting rules and guidelines o State specific filed forms o Binding requirements and workflow GENERIC INFORMATION: o Customer specific filed forms o Annual statement line of business by coverage o New business rules and workflow o Endorsement business rules and workflow o Cancellation business rules and workflow o Reinstatement business rules and workflow o Renewal business rules and workflow 3 90 o Audit business rules and workflow o Billing/collection business rules and workflow 31. IMS will provide Insured "Welcome Letters" to be generated and mailed out of the IMS system. The Welcome Letters consists of a one (1) page document that is mailed to the Insured. The Welcome Letter will be mailed with the policy if the policy is mailed within seven (7) Business Days of binding. If policy is not prepared for mailing within seven (7) Business Days, the Welcome Letter will be mailed separately. 32. IMS will provide time and material estimates to implement the various components required for interfacing the Kokopelli designed web-site to the IMS system as the detail specifications are provided by Customer. DELIVERY OF SUCH FUNCTION IS OUTSIDE THE SCOPE OF THE AGREEMENT. These components are as follows: o RFP - IMS will be given an opportunity to respond to the RFP for hosting the web system. o Agency profile and set up will be done on Kokopelli front-end. Customer will require that the Agent have a logon for Kokopelli and a separate logon to the IMS application as an additional security layer. Agent will be required to input his or her password to access quote and support application. IMS will develop the interface/integration between the IMS' security system and Kokopelli. o IMS will develop a https protocol between Kokopelli and the IMS producer system and the PDS' agent master when agency appointment is approved, updated, or cancelled. Customer will need to establish the procedures for handling sub-producers via the Kokopelli system or other defined process. o IMS will provide a daily file containing policy status information to the Kokopelli system. The insureds access will be limited based on whether an in-force policy exists for the insured. o IMS will provide insured access to the loss run reports provided to the Agents via the support site. The navigation should be streamlined to eliminate the selection choices and display only the loss run report for the insured's policy. o Customer will promptly provide IMS screen prints of the Kokopelli web-site in order to develop a similar look and feel for the product sites being developed. The color scheme and background layout of the Kokopelli site should be similar in the product sites. All other functions will be specific to the product application or follow the current Workers Compensation Internet application. o IMS will provide separate time and material estimates for components listed above based on whether IMS is the web hosting vendor or not. o In the event the Kokopelli solution for Agent appointment is not in production prior to the implementation of the first state rollout on the IMS system, an alternate solution for establishing the Agent data in the IMS system will be developed. 33. IMS will provide Customer a time and materials estimate to implement an interface to a premium finance company for retrieving a finance quote and establishing financing at binding. DELIVERY OF SUCH FUNCTION IS OUTSIDE THE SCOPE OF THE AGREEMENT. 34. IMS will offer Customer the capability of tracking the Claims TPA take-over process in the claims data interface. The additional processes for providing data extracts and reports for the current and new Claims TPA, will be estimated by IMS on a time and material basis. DELIVERY OF THESE ADDITIONAL PROCESSES IS OUTSIDE THE SCOPE OF THE AGREEMENT. 35. IMS will provide the ability for Agents to process premium and non-premium endorsements to in-force policies via the Internet application. 36. IMS will provide the management of the inspection and audit vendors selected by Customer for responding to service requests. The management of these vendors will be based on the defined rules and guidelines established by Customer. IMS and Customer will jointly share in the efforts to develop an automated solution for the vendor management process in the IMS system. 37. In addition to the other functionalities defined within this Exhibit and the Agreement, IMS will provide Customer with the ability to support the following functions within the IMS Workers Compensation 4 91 system. Customer will promptly provide IMS detail specifications and business requirements to implement these functions within the implementation time schedule. o Nevada transitional rating for new business and converted in-force business o Agency better business commission option o By state by class minimum premiums o Employers liability stop gap coverage for monopolistic states o Anniversary date edits o Edit quote effective date edits o Multi-company rating capability o Application of multiple plans per state, county or zip code o Scoring system for general information questions o Revised quote layout o Experience mod history scoring o Multiple plan effective dates o Access to special rating guidelines associated with eligibility questions o Data capture capability for requesting take out credits o Produce posting notices as per state requirements o Merit rating 38. IMS will offer Customer the ability to support dividend processing for the following functions: o PAR dividend plans o Deferral dividend plans o Dividend disclosure statements o Minimum dividend plans IMS will provide a time and materials estimate upon receipt of the detail business requirements. DELIVERY OF SUCH FUNCTION IS OUTSIDE THE SCOPE OF THE AGREEMENT. 39. IMS will offer Customer the ability to support an interface to a payroll distribution company. IMS will provide a time and materials estimate upon receipt of the detail specifications and business requirements. DELIVERY OF SUCH FUNCTION IS OUTSIDE THE SCOPE OF THE AGREEMENT. 40. Customer's policy data will be converted from Customer's existing (immediately prior to the execution of the Agreement) Workers Compensation policy system to the IMS' system for policy handling. IMS will analyze the effort associated with the conversion of the data and provide Customer a time and materials estimate. Customer will promptly provide IMS the necessary data file layouts to develop the estimate and the conversion logic. ALL EFFORTS ASSOCIATED WITH THE ANALYSIS, CONVERSION LOGIC DEVELOPMENT, RECONCILIATION AND DATA CLEAN-UP (AND DELIVERY OF THE RESULTING DATA CONVERSION) IS OUTSIDE THE SCOPE OF THE AGREEMENT. 41. IMS will provide a time and material estimate to implement an automated solution for Deductible Billing. DELIVERY OF SUCH FUNCTION IS OUTSIDE THE SCOPE OF THE AGREEMENT. 5 92 REQUIREMENTS DEFINITION BUSINESS REQUIREMENTS THIS SECTION DETAILS THE APPLICABLE STIPULATIONS OF THE INSURANCE ADMINISTRATION SERVICES TO BE PROVIDED UNDER THIS AGREEMENT BASED ON THE CATEGORIES LISTED BELOW. 1. DOCUMENT PACKAGING REQUIREMENTS NO CHANGE FOR THE CYBERCOMP PROGRAM IMS uses automated, system-generated forms, from policy declaration pages to Agent statements, and maintains all the necessary form information: form names, recipients, and printer instructions, including variable information such as company name and address. The IMS system not only catalogs all current forms in use, but also stores previous versions of forms should IMS need to retrieve them for Customer's legal or auditing purposes. Customer will promptly provide IMS the distribution requirements for all correspondence to complete the Detail Business Requirements Document. 2. IMAGING REQUIREMENTS NO CHANGE FOR THE CYBERCOMP PROGRAM The IMS Underwriting department will be provided access to all documents that are sent to IMS, and all document packaging output documents related to a policy, through an electronic form archive. As a standard procedure, all system-generated documents are transmitted to the imaging system via Computer Output to Laser Disc ("COLD"). These stored images are duplicates of the original documents sent to the policyholders, Agents and other respective parties and can be reproduced for Customer, its auditors, reinsurers, and its Agents upon request. IMS does not retain hard copy documents once the IMS records management department scans the images into the IMS system. 3. INPUT REQUIREMENTS The information required for quoting and binding a policy will be input into the system by Customer's Agents using the Internet. IMS' underwriting department will be prepared to handle exception processing that may occur based on procedures as defined by Customer and mutually agreed upon by IMS. An individual Agent will be able to enter the same quote within a predefined number of attempts. If this number is exceeded, that Agent will not be allowed to continue the process and will automatically be referred to IMS' customer service department for assistance. The production quote count would not be affected by an unsuccessful quote attempt. The input requirements, as defined in this Exhibit, are based solely on the information provided by Customer to IMS. During the implementation of the Rollout Plan, as the detailed underwriting information for each state is determined, additional requirements will be incorporated into the project scope. IMS will complete the detail analysis to determine all required fields for quoting and binding based on the forms and distribution documents, the bureau reporting requirements and any Customer Workers Compensation underwriting rules as currently defined in Customer's existing Cybercomp system. The completion of this analysis is dependent upon receipt of all completed Workers Compensation underwriting rules and guidelines from Customer. 4. MANAGEMENT REPORTING REQUIREMENTS Customer has provided IMS with a sample of reports that it had received from its existing (immediately prior to the execution of this Agreement) Workers Compensation system. The reports received from Customer are not inclusive of all Customers' reporting requirements. Customer will promptly provide IMS with sample copies of all required reports received/generated from the existing Workers Compensation system. Upon receipt of these reports, IMS will review each report to determine if the report or a similar report is currently being generated through the IMS system. IMS will provide up to 15 additional reports 6 93 that are not currently provided in IMS' base system, to satisfy the current Customer's reporting requirements. IMS will send a weekly e-mail with the "Weekly Data File Report" that represents an Agent's Workers Compensation book of business to each Marketing/Field Representative. IMS will also send this information to Customer's accounting group via e-mail. In addition, IMS will provide an "Accounting Group Report" that contains all Workers Compensation books of business sorted by Marketing/Field Representative. 5. AD HOC REPORTING REQUIREMENTS NO CHANGE FOR THE CYBERCOMP PROGRAM IMS utilizes a third party ad hoc reporting tool called Brio(R). Brio(R) report provides the enterprise reporting tools and technology that Customer will nEed to develop and process a complete range of reports, from small reports to mission-critical operational reports that access large volumes of data in production databases, legacy applications, and data warehouses. Output from Brio(R) report can range from high-volume printed reports to highly interactivE reports delivered via the Web. BRIO(R) CAPABILITIES The following is a list of Brio(R) capabilities that Customer may choose to utilize. The use of these features is determined at the end user level. o Merge premium data with loss data o Read only so that the data can be changed o Drill down into the data o Intelligent method for subtotaling and totaling o Can filter the data by year to date, week to date, etc. o Time Service Report--e-mailed or static on the Customer web site o Running the month end process on a weekly basis o Fifteen (15) file layouts for reporting against Month End o Up to five (5) additional file layouts based on specific data reporting requirements to be provided by Customer NOTE: In order for Customer to realize the full benefits of the Brio(R) reporting tool, it would be necessary for Customer to establish a dedicated line into the IMS system. This would allow Customer to access Brio(R) and Customer-specific data. 6. FORMS IMS will support the creation of all policy form/documents as required by state bureau requirements and any Customer specific forms. 7. OUTPUT AT AGENT'S OFFICE In response to Customer's request that specific forms and certain Internet data information be available to print in the Agent's office, IMS agrees to provide the following: o Quote o Confirmation letter o Preliminary installment schedule o Declination letter o Billing status information o Policy status information o Employer limits information o Policy loss run report o State specific program underwriting forms 7 94 o Premium finance agreement (creation of the finance agreement requires an interface with a premium finance company. DELIVERY OF SUCH FUNCTION IS OUTSIDE THE SCOPE OF THE AGREEMENT.) 8. COMPLIANCE/BUREAU REPORTING IMS will ensure compliance with all State and Bureau entity mandated requirements for unit statistical reporting, State mandates, NCCI PIC/POCS, DCI, ICR, and Bureau Criticism responses. Data calls from regulatory entity shall not be completed by IMS. Customer will respond based on data interfaced from the IMS' system to FARE. 9. UNDERWRITING The underwriting decisions for the Workers Compensation insurance product will be completed utilizing an underwriting template provided by Customer. The underwriting will take place online via specially designed screens and will provide automatic rejection of applications that do not meet the defined underwriting guidelines. When a fax or mail-in submission is received, the IMS commercial underwriting department will use the Internet screens and the predefined Customer rates, rules and guidelines in the IMS system to issue or reject the policy. PREMIUM AUDIT Customer uses a third-party audit vendor for performing physical premium audits. IMS will order on behalf of Customer, physical premium audits, process the results of the premium audits and associated billing based on the procedures defined by Customer and mutually agreed upon by IMS. INSPECTIONS IMS' Commercial underwriting department will order, on behalf of Customer, underwriting inspections from Customer's inspection administrator as required by state mandates or Customer's underwriting rules and guidelines. IMS will process the resulting policy updates, as outlined in Customer's underwriting manual, such as cancellations or documentation on the policy. REINSTATEMENT WITH A LAPSE IN COVERAGE NO CHANGE FOR THE CYBERCOMP PROGRAM. IMS will process reinstatements subject to the guidelines set by Customer. EXCEPTION PROCESSING NO CHANGE FOR THE CYBERCOMP PROGRAM. Submissions that fall outside of Customer's Workers Compensation underwriting guidelines and that result in a disputed rejection, will be handled according to an "Exception Processing" document that will be created and approved by Customer with consultation and input from IMS. 10. POLICY LEVEL GUIDELINES Customer's specific underwriting eligibility rules will be displayed on a customized data entry screen. The system will be designed to ensure that the Customer specific criteria will be met before the risk is accepted. The underwriting eligibility rules will vary by state and may be modified by Customer on an interim basis for competitive pricing reasons. The following is an example of Customer's minimum guidelines: o Is 75% of the payroll assignable to employees domiciled in the primary state? o Is the applicable or most recent experience modification less than or equal to "maximum limit for state?" 8 95 o Is the payroll assignable to less than 5 states? o Is the manual, unmodified premium greater than "minimum limit for state or governing class template minimum if available"? o Are all of the classes "eligible classifications"? (a class is determined to be "eligible" if not listed under the ineligible class list.) o Is your current coverage with a company not affiliated with a Customer's Group Holding Company? o Has there been a cancellation/lapse in coverage due to non-payment of premium in the past 18 months? o Is the employer currently uninsured for workers compensation? o Are the insured's operations "restricted" as defined in the governing classification template? o If "restricted" operations apply, does the employer pay less than an average of $6 per hour to employees in the governing class? o Additional state specific underwriting eligibility questions may be applied based on Customer's underwriting guidelines for the primary state. 10.1 RISK SCORING IMS will use criteria defined by Customer to score the risk and determine the appropriate Issuing Company. Based on Customer's requirements, IMS will decline the risk for being outside the underwriting eligibility guidelines if a score is generated that is outside the risk score range (example provided is <0). The risk scoring function in the system will allow for different criteria range thresholds for each Authorized State and automatically make premium adjustment assignments by state based on responses to the criteria questions. Additionally, an effective and expiration date will be used in the AS/400 system tables to allow changes within the state set up. Customer has two (2) types of underwriting plans. These include: o A "Percentage Plan" where the application criteria response is a percentage amount that is totaled and compared to the Risk State's mandated schedule modification minimum and maximum limits. If the total risk score exceeds the minimum or maximum state schedule modification limit, the minimum or maximum is used. The calculated score is applied to the premium as the schedule modification credit or debit. Only one Issuing Company will be available for the Percentage Plans. o A "Point Plan" where the application criteria response is a point score that is totaled and compared to a score range to determine the Issuing Company. An example of the Point Plan risk criteria that IMS will use for the development of the risk scoring mechanism is shown below (as provided by Customer): 9 96
- ------------------------------------------ --------------------------------------------- -------------------- CRITERIA RANGE POINTS - ------------------------------------------ --------------------------------------------- -------------------- Average weekly wage rating (A, B, C, D) * * for employees in governing classification - ------------------------------------------ --------------------------------------------- -------------------- * * - ------------------------------------------ --------------------------------------------- -------------------- * * - ------------------------------------------ --------------------------------------------- -------------------- * * - ------------------------------------------ --------------------------------------------- -------------------- Experience modification history * * - ------------------------------------------ --------------------------------------------- -------------------- * * - ------------------------------------------ --------------------------------------------- -------------------- * * - ------------------------------------------ --------------------------------------------- --------------------
- ------------------------------------------ --------------------------------------------- -------------------- CRITERIA RANGE POINTS - ------------------------------------------ --------------------------------------------- -------------------- Does the employer financially * * contribute to an employee medical benefit plan? - ------------------------------------------ --------------------------------------------- -------------------- * * - ------------------------------------------ --------------------------------------------- -------------------- Does the insured qualify for a class * * specific preferred operation adjustment? - ------------------------------------------ --------------------------------------------- -------------------- * * - ------------------------------------------ --------------------------------------------- --------------------
An example of the Issuing Company criteria for the above Point Plan criteria is provided below (as provided by Customer):
- ---------------------- ------------------------------------ ------------ ------------------------ SCORES ISSUING COMPANY DEVIATION PREMIUM DISCOUNT TABLE - ---------------------- ------------------------------------ ------------ ------------------------ 0 - 9 Reliance Insurance Company * * - ---------------------- ------------------------------------ ------------ ------------------------ 10 - 14 United Pacific Insurance Company * * - ---------------------- ------------------------------------ ------------ ------------------------ >/= 15 Reliance National Insurance Company * * - ---------------------- ------------------------------------ ------------ ------------------------
An example of the Percentage Plan risk criteria that IMS will use for the development of the risk scoring mechanism is shown below (as provided by Customer): * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 10 97
- ------------------------------------------ --------------------------------------------- -------------------- CRITERIA RANGE POINTS - ------------------------------------------ --------------------------------------------- -------------------- Average weekly wage rating (A, B, C, D) * * for employees in governing classification - ------------------------------------------ --------------------------------------------- -------------------- * * - ------------------------------------------ --------------------------------------------- -------------------- * * - ------------------------------------------ --------------------------------------------- -------------------- * * - ------------------------------------------ --------------------------------------------- -------------------- Experience modification history * * - ------------------------------------------ --------------------------------------------- -------------------- * * - ------------------------------------------ --------------------------------------------- -------------------- * * - ------------------------------------------ --------------------------------------------- -------------------- Does the employer financially contribute to an employee medical * * benefit plan? - ------------------------------------------ --------------------------------------------- -------------------- * * - ------------------------------------------ --------------------------------------------- -------------------- Does the insured qualify for a class * * specific preferred operation adjustment? - ------------------------------------------ --------------------------------------------- -------------------- * * - ------------------------------------------ --------------------------------------------- --------------------
The Issuing Company for the above example would be Reliance Insurance Company with applicable premium discount from "Table 9". 10.2 RATING REQUIREMENTS IMS will follow all state mandated rating algorithms as published by NCCI or the Independent State bureau as it relates to Customer's specific underwriting rules and guidelines. 11. PROPOSED DETAILED INTERNET WORK FLOW The following proposed detailed workflow provides an outline of the tasks that would need to be completed by an Agent in order to enter a new Workers Compensation policy. As part of the Cybercomp project it will be necessary for IMS to develop the screens and processes to support these functions with a similar " look and feel" to the current Cybercomp Workers Compensation Internet solution. (Workflow diagrams for renewals, endorsements, cancellations, reinstatements and audits will require further review and discussion with Customer before being finalized. However, similar or like workflow processes are anticipated for these transactions.) * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 11 98 11.1. CYBERCOMP PROPOSED INTERNET NEW BUSINESS PROCESS DIAGRAM: Entrance Screen New Quote Support Flow Support Quote of Support Quote No Continue Working State Selection / Effective date Modify Eligibility Eligible Yes Continue Quote / Premium Print Quote Working Bind Binding Binding Verification System Agent Information Instructions Process/Quality Marks faxes Control Policy EFT Pending to Cash IMS Confirmation/ Installment Schedule 12 99 11.2. CUSTOMER PROPOSED CASH PROCESS DIAGRAM: IMS Entering Cash Initiates Cash Process Check Retrieve Funds ACH Sweep Account Check Received Bounced ACH Funds Credit Card Charged to Agent/ No Transferred Insured IMS Continues collection efforts No Check clears Sweep Account Credit Processed Yes Yes Notify Reliance Via Bounced ACH Email charged to Agent/ No Funds Automatic Policy Insured Transferred Issuance IMS Issues Policy Yes No IMS Cancel Policy Submit Credit Card # No Cancel Policy w/in 24 hrs. Yes System generates Output Dec Premium deposited in Reliance Account Policy Issuance Notice to Agent Reliance funds transferred to Reliance operating account IMS will draw fee from Reliance operating account
13 100 13. CUSTOMER SERVICE NO CHANGE FOR THE CYBERCOMP PROGRAM. IMS understands that the Customer's Agents will be encouraged to utilize the Internet for submitting a Workers Compensation Insurance policy. However, IMS is prepared to quote these policies if a submission is faxed or mailed into IMS' offices. IMS' commercial lines staff will quote submissions and bind coverage if an Agent accepts, based on verification of the program guidelines, required underlying limits of insurance and any applicable exclusion(s). The IMS commercial lines customer service department associates will undergo comprehensive product training that will include a review of Customer's Workers Compensation policy guidelines. 13.1. UNDERWRITING SERVICE The underwriting decisions for the Workers Compensation insurance product will be completed utilizing an underwriting template provided by Customer. The underwriting will take place online via specially designed screens and will provide automatic rejection of applications that do not meet the defined underwriting guidelines. When a fax or mail-in submission is received, the IMS commercial underwriting department will use the Internet screens and the predefined Customer rates, rules and guidelines in the system to issue or reject the policy. IMS will provide policy underwriting for non-internet submissions, rating and policy issuance as defined in Customer's underwriting, rating and policy processing procedures and guidelines. IMS will follow NCCI's or other bureau reporting entity's rating rules and guidelines. 13.2. POLICY PROCESSING IMS will provide the following policy processing services for Customer's Workers Compensation business submitted via the Cybercomp program. Customer and IMS will reasonably and mutually define the policies and procedures to be followed by the IMS service staff to meet Customer's Workers Compensation program requirements. o Review of bound submitted information for completeness and accuracy. This includes validation of experience modification, class code, payroll, Federal Employment Identification Number (FEIN), and risk address. (It is IMS' intention to automate this function for NCCI states by utilizing the electronic mod distribution solution currently being offered by NCCI. Customer will promptly provide the necessary resources and authority to complete this process as quickly as possible.) o Issuing and distributing policies o Issuing and distributing billing invoices o Processing agent/Customer/insured requested endorsements o Issuing and distributing cancellation notices o Distributing required state and Customer specific policy forms o Distributing State and Customer required correspondence o Process required state filings and reporting o Issue required state certificate of insurance o Respond to policy inquiries from insureds, Customer's appointed Agents and Customer's staff 14 101 14. CUSTOMER SERVICE NEW BUSINESS PROCESS The diagram that follows provides a high level overview of IMS's workflow, as established for processing Customer's mailed-in or faxed new business applications. This basic workflow will also apply to renewal, endorsement and cancellation processing for the Cybercomp program. IMS CUSTOMER SERVICE DEPARTMENT NEW BUSINESS PROCESS DIAGRAM IMS Mailroom Receives Umbrella Submission Route to Commercial Department Underwriter Companies Automated Quote Acceptability No Decline Met? Yes Quote Emailed or Faxed to Agent Agent No Archive Accepts Quote Quote? Yes Bind Coverage upon Receipt of Funds Funds No Process Received? Cancellation Yes Customer Service Issues Policy through AS/400 15 102 15. ACCOUNTING Accounting services for the Customer Cybercomp Workers Compensation Program will include: o Payment processing o Commission processing o Billing processing o Disbursements o 1099 reporting o Premium and claims reinsurance processing and reporting o IMS will support payment processing on the above listed functions as established for the eBOP and Commercial Lines Umbrella Online program. This includes EFT, credit card and lockbox payment processing. PAYMENT PROCESSING IMS will follow all binding guidelines established by Customer in order to expedite the issuance of policies. While IMS prefers that Customer utilize Electronic Funds Transfer (EFT) as much as possible, IMS acknowledges that it will be required to handle a full range of payment processing, including: o Checks o Credit card payments o Reconciliation Premium processing for payments related to installments, renewals, audit bills and endorsements will be processed through multiple lockboxes via an authorized bank with a designated Customer Post Office Box. The lockbox to be used on the remittance will be determined based on the insured's billing state. (EFT and credit card payments will also be offered.) These payments will be picked up early each morning and deposited the same day. Payments received with a remittance coupon will be processed using optical OCR equipment that reads the policy number electronically. Once lockbox data is transmitted and loaded, the system will automatically process cash by applying payments and updating policies. Any payments collected via Credit Card will incur a processing fee. These fees will be included with the policy premium where state guidelines allow a charge to be passed back to the insured. Customer will promptly provide IMS with any state specific requirements for credit card processing. Reinstatement and collection procedures will be established according to Customer's guidelines. IMS will request these payments be sent directly to our office, EFT or through credit card payment. IMS will support Customer's efforts to promote the utilization of EFT with its Agents and insureds if it chooses this option. IMS will review the requirements and address any concerns that the Agents may present. The IMS accounting department will process all policy premium direct deposits. To facilitate this process the following controls will be in place: o Use of preprinted policy numbers on all documentation o Daily review and comparison of system totals compared to total cash transmitted and/or entered and any credit card receipts transmitted o Daily preparation and reviews of deposit slips and journal entry forms o Transactions not received through EFT will be deposited within twenty four (24) hours of receipt Cash processing includes the application of payments to current policies as well as the application of new business. Because the volume of payments can be extensive, cash processing will be completed in 16 103 batches. Once a batch of payments is entered either automatically or manually, the system assigns a control and batch number. These identifiers are used to track data throughout the IMS system. Cash processing activities such as non-sufficient funds processing, stop payments and deposit corrections will be handled according to IMS' established procedures or Customer's specifications. COMMISSION PROCESSING IMS will provide the ability to offer varying commission rates for incentives such as utilizing the Internet to submit business versus faxing or mailing a new business or renewal application. IMS will disburse commission payments by the fifteenth (15th) calendar day of the following month. Payments will be derived according to the commission structures instituted for Cybercomp and for premiums collected through the previous month-end. BILLING PROCESSING Customer has requested the ability to offer direct installment billing with some agency billing for specific agencies. IMS will process installment payments as well as additional premium processing for new business, renewals and change endorsements. Billing will be established upon receipt of Customer's payment plan schedule as per Customer's procedures and guidelines. Audit processing that results in an additional premium will be billed as per Customer's procedures and guidelines. DISBURSEMENTS IMS will provide return premium processing as per Customer's established guidelines and procedures. Disbursement processing will include the processing and issuance of the return premium and the bank reconciliation. IMS will also generate and transmit daily "positive pay" files to IMS' banking partners on IMS' disbursement bank accounts. 1099 REPORTING IMS' "Producer System" complies with all 1099 reporting requirements. Using the Agent file component of the Producer System, all information relative to an Agent is captured including tax identification number and social security number. This component will act as a control file and provides the necessary data to generate both the Agent statements as well as the 1099 reports. PRODUCER "I.T.'s Producer System" will manage detailed information for all Agents, providing access to data ranging from the general--name, address, and Agent number, to the specific--commission rates, products sold, and license appointments. All vital Agent premium data needed to create month-end premium production reports, Agent checks, and Agent statements in both detail and summary is integrated with the month-end system. IMS will tracks all contracts by Agents and product, providing Customer with both effective and expiration dates of those contracts The I.T.'s Producer System provides IMS with the capability to set up and maintain override commissions for any Agent desiring that arrangement. In addition, an Agent's relationship file will allow Customer to request IMS assign Agents to a general or reporting Agent. The I.T.'s System also contains all the tables that run the Producer System so IMS can add new sales representatives, enter commission rates, or add a new Agent type at the request of Customer. 17 104 16. USER DOCUMENTATION NO CHANGE FOR THE CYBERCOMP PROGRAM. To meet Customer's requirements for clear concise user documentation to support its Agents, IMS will provide a reference guide, which will be available through email, and additional online reference information. The "Cybercomp Workers Compensation Reference Guide" will include the following: o Introduction o System overview o Getting started The additional information that will be available online will include: o Underwriting responsibilities of the Agent o New quote o Unbound quotes o Problem reporting o Support site o Questions and answers In addition to the reference materials defined above, IMS will provide access to Customer's Cybercomp Underwriting/ Agent Manual online. To ensure that the information remains current in these online Cybercomp manuals, Customer will promptly provide revised versions of the Cybercomp Underwriting/Agents manual to IMS. Once this information is received by IMS, a service request will be generated to archive the old version and provide the Agents with access to a new online version as well as prior versions. 17. IT ENVIRONMENT NO CHANGE FOR THE CYBERCOMP PROGRAM. IMS will initially facilitate the Insurance Administration Services on an IBM AS/400 model 9406-650 having 4GB of main storage and over 373GB of on-line storage. Additional peripherals will initially include a 3995 model C42 Optical Tower, one IBM 3590 tape drive, one IBM 9348 1/2 inch reel tape drive, and one IBM 6141 ASCII Workstation Controller which houses eight ports dedicated for dial up access. Additionally, a second AS/400 is used for programming and testing of enhancements. The AS/400's currently run IBM OS/400 Version 4, Release 2 as the operating system. The system has averaged over 99% availability for two consecutive years. Furthermore, greater than 98% of transactions are completing in less than two seconds. IMS has Local Area Network equipment consisting of more than sixty Microsoft NT v4.0 servers running on rack mounted Compaq Proliant server class computers and one RS6000. These servers are connected to the network backbone, and eventually to the user workstations, via a combination of Token Ring and 100BaseT. The network infrastructure utilizes 3Com's LanPlex Switch as the collapsed backbone, with Superstack II hubs used for workstation access. Workstations are Compaq Pentium based computers running Microsoft Windows 95, 98, or NT as its operating system. The typical user workstation is installed with Microsoft Office 97, Microsoft Outlook, and IBM Client Access 5250 emulation connecting to IMS' AS/400 via TCP/IP. The servers on the IMS LAN run the full Microsoft BackOffice suite, including Exchange that is used as the messaging server, and also as the repository for e-mail and calendars. Other servers run NT/SQL, SMS, SNA, Internet Information Server, ViewStar Imaging, and TASC COLD. The PBX used by IMS is a state of the art Northern Telecom option 81c, which includes advanced features such as Meridian Mail, Customer Controlled Routing, and Meridian Link. There are over 1150 extensions in use currently. 18 105 The IMS data center ("Data Center") is protected by a 65KVA Toshiba UPS that provides additional processing time of one half hour under full load in the event of a commercial power failure at the main processing site. The UPS running at 50% load has a battery life of over one-hour. IMS will be running the UPS at approximately 40% capacity, thereby increasing the battery life to well over one hour in the event of a power failure. All equipment in the Data Center, including AS/400, LAN, and phone equipment, will be protected by this UPS. Additionally, during non-prime time, there is a backup of the entire system performed. The data tapes associated with both the LAN and AS/400 are stored with an off-site data security vendor. IMS data processing sites currently have disaster recovery plans, which are tested either annually or BI-annually. When IMS executed its last mock disaster in January 1999, IMS was able to restore all applications and data files and establish remote connectivity within 16 hours at the IBM Business Recovery Systems hot site in New York. Policy, correspondence, and report printing functions are performed on four Xerox 4890 Color Laser printers, each rated at 92 pages per minute. These printers provide spot color capability for professional appearance of printed output. The Xerox printers are connected to a Barr system via bus and tag cables, and in turn, the Barr system is connected to the AS/400 via twinax cable. 18. SECURITY REQUIREMENTS NO CHANGE FOR THE CYBERCOMP PROGRAM. IMS' current "Point of Sale Internet Solution" has a "Security Model" that includes authentication, access control, privacy, and data integrity for the web sites and applications. The Security Model use digital certificates, encryption, user ids and passwords to prevent unauthorized individuals from accessing the IMS' systems. Using Secure Socket Layer ("SSL") technology, IMS will provide encryption and decryption of both request and response data being passed across network connections, such as Agent information, policy data and credit card information. IMS is certified with the IBM e-business "Mark" Program. The "Mark" tells your customers and business partners that Customer is using IBM products and services as part of your e-business solution. It further communicates that IBM products and services can help make a site more scalable, reliable and secure. APPLICATION SECURITY The security component allows access levels to be set for each user of IMS' Workers Compensation system. When a user signs on, the system uses behind-the-scenes processing to determine proper access levels. Depending on the security level, a user can only access certain menu options and functions. IMS' Workers Compensation system requires a valid user ID and password before access is granted to the system. This access is granted in varying degrees. The security component not only allows control over which functions an associate can access, but it also defines access levels within each functional component. In some instances, the user may view but not make any changes to certain options or functions while, in others, the user cannot view certain options or functions at all. The security administrator can change access levels as needed. The ability to add, change, and delete security accesses is available at any time. 19. SYSTEMS INTERFACES CLEARANCE SYSTEM INTERFACE -- This interface will be designed to ensure that no two Customer Agents are competing for the same prospect. For new business submissions via the Cybercomp system, a call will be made to the Customer host to determine if the account already exists under the same product offering. The results of the search will be returned to the Cybercomp system to allow the Agent to continue the submissions or notify the Agent that the account is being serviced by another appointed agency associated with Customer. 19 106 An update to the record in the Customer's system will be made at defined points within the submission cycle and at policy renewal. FARE SYSTEM INTERFACE -- Premium file and Claims file sent monthly to Customer. This file layout has been provided to IMS for our review and analysis. IMS will provide this capability. CLAIMS TPA INTERFACE -- This interface will allow Claims TPA's selected by Customer to submit monthly data files to IMS for processing into the IMS Workers Compensation system. The claims data fed to the IMS system will be used to provide the required information to Customer in the monthly FARE, creation of policy loss run reports and for any required statutory reporting requirements. 20. ADDITIONAL SUPPORT FUNCTIONS NO CHANGE FOR THE CYBERCOMP PROGRAM. In addition to Internet access, a Customer-specific toll-free number, interactive voice response ("IVR") and voice mail will be used to service Customer Agents and insureds. The IVR provides support for quick inquiries with responses available for frequently asked questions, voicemail, access to the IMS' customer service and underwriting department, and the IMS' IS support center. Information available through IVR includes: o Last payment received o Outstanding balance on account o Next payment due o Renewal payment due o Cancellation reason code o Cancellation date o Non-renewal reason code o Screen specifications PROTOTYPE The Internet screens will be designed as a mirror image of the Customer's existing (immediately prior to the execution of the Agreement) Cybercomp Workers Compensation Internet solution. Upon completion of the Detail Business Requirements document IMS will provide for Customer's approval, revised screens that incorporate any process/workflow improvements to streamline the data entry process by the Agent. RESOURCES NO CHANGE FOR THE CYBERCOMP PROGRAM. IMS will provide the internal qualified resources required for the overall management of the Insurance Administration Services to be provided to Customer under this Agreement. IMS will identify the key employees prior to implementation of the applicable Rollout Plan. If additional resources are necessary, IMS will provide those resources as the Insurance Administration Services to be provided Customer under this Agreement reasonably dictate. TYPES OF RESOURCES INFORMATION SERVICES Account Manager The Account Manager assigned to this position will provide overall technical management and have accountability for all technical responsibilities associated with the Customer account. The Account Manager will determine project prioritization within and across product lines and set project direction from analysis through implementation. In addition, the account manager will provide assistance and direction in utilizing the established system development methodology for systems analysis and conceptual design. This individual will also assume management responsibility for resource allocation, provide front-line leadership to associates, assist in career development planning and conduct performance reviews. Business Systems Analyst The Business Systems Analyst will be responsible for establishing and maintaining relationships at the product level. The Account Manager often has expertise in more than one product line and uses that 20 107 knowledge to participate in project prioritization within Customer's specialized product lines. A Business Systems Analyst will utilize the established system development methodology during systems analysis and conceptual design to prepare and present project deliverables. He or she will be expected to establish and maintain effective communications, frequently acting as a liaison with both business analysts representing the Customer and systems analysts representing the IMS development center, during the project life cycle. Systems Analyst AS400 / RPG A System Analyst will be responsible for the analysis, design, construction, testing and implementation of computer based programs/systems. He or she will be expected to meet business/project objectives and conform to technical standards and conventions. The System Analyst will provide programming support to both end users and IS associates. He or she will also be responsible for researching and correcting program and system failures. Forms Specialist The Forms Specialist will be responsible for developing and administering product support in the form of user and system documentation for all software applications. This responsibility will include creating user guides, on-line assistance, and other documentation whenever necessary. In addition, the Forms Specialist will perform the tasks associated with the electronic design, setup, and support of all insurance-related forms. End User Support The End User Support will provide varying levels of end user support for hardware, software, telephony, and other computer related equipment as required. He or she will be expected to have the ability to determine the complexity of a problem and either take corrective action or ensure that any additional resources necessary to correct the problem are notified. Network Telecommunication Engineer The Network Telecom Engineer will be responsible for investigating any issues associated with the design, testing, integration and implementation of computer, LAN/WAN, telephony equipment and all associated computer operating systems. In further support of the corporate hardware and software configuration, he or she will be capable of performing the job functions related to capacity planning, performance tuning, and systems production support. AS/400 Operations The AS/400 Operator will be responsible for the processes required to run production jobs (daily, weekly, and monthly), print various reports, process data transmissions, and run systems back-ups. He or she also will process special requests such as data restores, vary devices on/off, and emergency print jobs. CUSTOMER SERVICE Commercial Lines Manager The Commercial Lines Manager will be required to provide leadership for the policy and call center administration unit and has primary accountability for daily operations. The Commercial Lines Manager will make recommendations relative to business plan strategies but will be primarily focused on the execution of the plan as approved by senior management of IMS. Additionally, the Commercial Lines Manager will have direct responsibility for IMS supervisors and subordinate associates and will have shared responsibility for the profit and loss experience of the department. The Commercial Lines Manager will also assist in establishing and monitoring the performance objectives that support the goals of IMS and Customer. Customer Service Supervisor The Customer Service Supervisor will provide front-line leadership to IMS commercial line associates on a daily basis by providing assistance and direction in career development. Although the Customer Service Supervisor has input regarding budget planning, his or her primary role will be to carryout business plan objectives, manage the allocation of resources and respond to and implement the directives from IMS management. 21 108 Product Coordinator The Product Coordinator will be responsible for working closely with the customer service representatives and IMS management, to provide the technical training required to support Customer's underwriting guidelines and rules. The Product Coordinator will ensure that everyone associated with the Cybercomp program is aware of system changes or enhancements. Other job responsibilities associated with the Product Coordinator position include: maintaining thorough product knowledge and being able to relate that knowledge to the processing functions; expertise in training department personnel; and monitoring the quality of service that will be provided to Customer. Underwriter An Underwriter will have experience and be capable of selecting and identifying new and renewal at-risk business. The Underwriter will be able to apply Customer's underwriting philosophy and standards when making decisions regarding acceptability of a risk. The Underwriter will also be required to develop and maintain a productive working relationship with Customer's Agents and IMS' underwriting management staff. Ensuring acceptable time service standards are met relative to processing new business, renewals, audits, change endorsements and cancellations will be part of the Underwriters' overall responsibilities. Test Analyst The Test Analyst will provide technical support for major system test projects, enhancements and corrections. The Test Analyst will have a level of technical competence that will allow him or her to understand new requirements and develop specific test plans that will support the proposed changes. In addition, the Test Analyst will be required to execute a test plan and compare the results with the requirements to determine if application is functioning as intended. The Test Analyst will be responsible for notifying IMS' IS department of any discrepancies discovered during the testing phase and will track the progress of a project and provide IMS management with regular status reports. Quality Control Representative The Quality Control Representative will be responsible for correcting policies that are listed on the Daily Error Report. The Quality Control Representative will keep detailed record of error trends, and recommend and coordinate appropriate action with the Product Coordinator and IMS management. Additionally, the Quality Control Representative will perform quality reviews on all functions in the IMS customer service department and will analyze and process internal measurement reports on a daily, weekly and monthly basis. Customer Service Representative IMS will provide Customer with Customer Service Representatives ("CSR") that will of handle the Agents inquiries regarding Customer's policies, or the occasional policyholder, in a courteous, positive and professional manner. Each CSR position is monitored to ensure time service standards, quality, productivity, telephone availability and call time service standards are being met. The CSR will also be responsible for maintaining an in-depth knowledge of the rules and procedures for processing all commercial line functions. Accounting IMS will provide an Accounting Manager for Customer who is responsible for sign-off of all accounting reconciliation weekly and monthly financial reports. IMS will consult with Customer on the qualifications and experience requirements of the IMS Accounting Manager Candidate. Regulatory/Compliance Analyst IMS will provide a Regulatory/Compliance Analyst for Customer within six (6) months from the effective date of the Agreement. He or she will be expected to establish and maintain effective communication, acting as a liaison with both Customer's Compliance Manager and IMS Operations and Development Teams to ensure implementation of regulatory requirements as provided by Customer. IMS Internal Audit Executive IMS will, from time to time, involve its internal Audit Executive to review IMS' compliance of Customer's pre-defined policies and procedures. Premium Audit Analyst The premium Audit Analyst will oversee the premium audit workflow to ensure audits are ordered on a timely basis, audit response is received from audit vendor within established timeframe, and instruct 22 109 action on policy based on agreed upon guidelines established between IMS and Customer. He or she will communicate directly with audit vendor, Customer's audit manager, agents and insureds where necessary. IMPLEMENTATION APPROACH NEW IMPLEMENTATION The implementation of the applicable Rollout Plan will begin once Customer has agreed to the terms of the Workers Compensation proposal. IMS will implement new business processing for Customer's Cybercomp program for all NCCI states and the Independent Bureau states simultaneously. The above includes the required interfaces, reporting, forms and statistical reporting. IMPLEMENTATION SERVICES NO CHANGE FOR THE CYBERCOMP PROGRAM. The IMS Implementation Team will provide product support and strategic implementation services to Customer. The Implementation Team will provide the following: o Project management services Project Planning 1. Definition of work requirements 2. Definition of quantity and quality of work 3. Definition of resources needed Project Monitoring 1. Tracking progress 2. Comparing actual outcome to estimated outcome 3. Analyzing impact 4. Making adjustments o Implementation approach o Electronic commerce strategies for property and casualty insurance companies o Electronic commerce application and system architecture development o Data Center services o Technical support services ENHANCEMENTS/CHANGE CONTROL Requests for changes and technical assistance will be handled through the IMS' "Systems Development Life Cycle", as referenced in the Agreement. Customer will submit a change request form to the IMS' Account Manager identifying the change or technical assistance required. The IMS Account Manager will develop a Quote Sheet. The Quote Sheet will include initial time, cost estimates and initial yProject Plan. Once approval is received from Customer on the Quote Sheet, the IMS' Systems Analyst will perform design, development, and testing. TRAINING NO CHANGE FOR THE CYBERCOMP PROGRAM. To assist in educating the Agents on the use of the Internet interface and the IMS base system, IMS will provide two seminars in the first year of operation each at a single site. After the first year of the Agreement, a single seminar will be provided at the request of Customer. IMS' preferred approach to 23 110 training is to "train the trainer." IMS anticipates that the Customer field Vice Presidents would most likely be the individuals with whom IMS would train in the above referenced seminars. In addition to the above referenced training, if Customer chooses to license the Brio(R) reporting tool, IMS will provide additional training services for this product on a time and materials basis. TECHNICAL SUPPORT NO CHANGE FOR THE CYBERCOMP PROGRAM. CUSTOMER SERVICE HOURS OF OPERATION: Monday through Friday, 8:00 a.m. to 8:00 p.m., Eastern Standard Daylight Time. Arrangements can be made to accommodate extended hours of operation. Exclusions from this time are IMS' Corporate Holidays. These holidays are: o New Year's Day o Independence Day o Labor Day o Thanksgiving Day o Day after Thanksgiving o Christmas Eve o Christmas Day In the event the holiday falls on a weekend IMS will transfer the holiday to a working day prior to or after the holiday. 24 111 IMS BPO SERVICE STANDARD LEVELS In accordance with ARTICLE X (A) (D) of the Agreement, the following are the "Service Standard Levels" that are applicable to the Workers Compensation program (Authorized Line of Business): HOURS OF OPERATION The commercial lines customer service department will provide service for Customer, its Agents and insureds Monday through Friday 8:00 AM to 8:00 PM, EST. TELEPHONE SERVICE IMS will respond to telephone inquiries from Customer Agents and insureds at a Service Level of eighty-five (85%) of all calls answered within twenty-five (25) seconds or less. A Meridian Total Service Factor ("TSF") Report will be provided to Customer every Monday (unless that Monday is a IMS corporate holiday, in which case the TSF report will be provided the next Business Day) for the previous weeks call activity. TSF is calculated by (Calls Answered + Calls Abandoned + Direct Calls In) - (# Answered after threshold * # Abandoned after threshold) x 100 = divide answer by total of first set of ( ). PROCESSING The following standards apply to policy processing functions performed by the IMS Operations Center: o Non-electronic Quotes one (1) Business Days o Cash Receipts one (1) Business Days o New Business fourteen (14) Business Days o Renewals ten (10) Business Days or within established state regulatory guidelines, whichever is less o Non-renewals ten (10) Business Days or within established state regulatory guidelines, whichever is less o Endorsements twenty (20) Business Days o Cancellations ten (10) Business Days o Reinstatements five (5) Business Days o Audit Billing twenty (20) Business Days o Correspondence five (5) Business Days o Bureau Criticisms fifteen (15) Business Days from IMS' receipt of the criticism, or as required by the regulatory entity, a response will be provided to regulatory entity Commission checks will be issued by the fifteenth (15th) calendar day of each month for commission due on policies from the prior month. REGULATORY CHANGES: Fees to complete Regulatory Changes are included in the Insurance Administration Services pricing. IMS will complete all regulatory changes within the compliance date assuming IMS receives a minimum thirty (30) calendar day prior written notification from Customer. In the event that IMS receives less than thirty (30) calendar days written notification and/or the effort is extraordinary, IMS will make every reasonable effort to complete the changes within the compliance date. Within six (6) months from the effective date of the Agreement, IMS will consult with Customer to identify regulatory changes that affect Customer's business and agree on the process required to comply with the affected changes. SYSTEM ENHANCEMENTS LESS THAN 40 HOURS: Fees to complete minor enhancements are included within the Insurance Administrative Services pricing. An initial scope assessment, with an approximate estimate of hours, will be provided to Customer within ten (10) Business Days from the date IMS receives 25 112 notification of an enhancement request. Based on signed approval of Detailed Business Requirements, IMS will proceed with completion of the enhancement. SYSTEM ENHANCEMENTS GREATER THAN 40 HOURS: Fees to complete sizable enhancements are at time and materials rate. An initial scope assessment, with an approximate estimate of hours, will be provided to Customer within ten (10) Business Days from the date IMS receives notification of an enhancement request. For projects greater than two hundred (200) hours, IMS will provide an estimate at the completion of Detailed Business Requirements and give Customer the option of a "fixed" price project. In either case, IMS will proceed based on signed approval of Detailed Business Requirements. DATA CENTER IMS' Data Center goal for "up time" is 99%. It is IMS' goal to provide this standard for Customer. The system availability is from 4:00 AM - 2:00 AM EST (22 hours). NOTE: ALL SERVICE STANDARD LEVELS ARE MEASURED IN BUSINESS DAYS (UNLESS OTHERWISE NOTED IN THE EXHIBIT) FROM THE DATE AN ERROR FREE INTERNET TRANSACTION OR MAILED-IN OR FAXED DOCUMENT IS RECEIVED. 26 113 APPENDIX A BUSINESS OWNERS STATE ROLL-OUT PLAN NOTE: Dates will be adjusted based on the start time* * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 114 APPENDIX B UMBRELLA STATE ROLL-OUT PLAN NOTE: Dates will be adjusted based on the start time* * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 115 APPENDIX C WORKERS' COMPENSATION ROLL-OUT PLAN NOTE: Dates will be adjusted based on the start time* * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 116 APPENDIX D CYBERCHOICE (BOP) PROGRAM 1. INTERNET FEATURE REQUIREMENTS: o Access and Data Security o Quote Process o User Controlled Editing to Establish Distinct Underwriting Rules o Internet Renewal o Internet Endorsement Process o On Line Clearing and Reserving of new accounts through the Customer's Clearance System o Loss Runs o Installment Invoice o Underwriting Data Validation Interfaces (ISO, Marshall Swift, Hartford Steam) 2. ACTUARIAL & COMPLIANCE REQUIREMENTS: o Loading of Rate Files o Use of Customer Rates/Loss Cost Multipliers o Compliance of Statutory Reporting o Support state-specific calls based on the data provided through FARE. o Quarterly Catastrophe Modeling Interface 3. FINANCIAL & ACCOUNTING REQUIREMENTS: o Cash Processing (EFT, Credit Card, ACH Debit) o Receivables Processing o Premium and Commissions Accounting o Generation of Commission Statements and Checks o Internet Premium Finance Quoting interface o Monthly transmission of Premiums, Claims and Reinsurance activity to FARE o Weekly Production Reporting System 4. UNDERWRITING REQUIREMENTS: o Cancellation Processing o Reinsurance Processing o Exception Processing guidelines for submissions that fall outside the underwriting guidelines 5. CLAIMS REQUIREMENTS: o Claims Data Management o Aggregate Claims Tracking o On Line access to policy coverage information to the claims TPA's o Data for calculating claims TPA's processing fees 6. AGENCY/AUDIT/LOSS CONTROL REQUIREMENTS: o Agency Management Reporting o Audit/Inspection Processing/Vendor Management o Standard Reports currently available from IMS 7. INFRASTRUCTURE REQUIREMENTS: o Data Communications Line connecting Customer to IMS' network o Ad Hoc Reporting Tool and Data Warehouse o Agency and Insured data interfaces to the Point Click and Bind portal system o Testing of All Functions with Customer's Data o Controlled Environment with Customer Approval and Sign-Off of Test Results 117 o Document Packaging o Use of Customer's Company Specific Policy Forms o Customized Output with Customer Specific Logo on Forms COMMERCIAL UMBRELLA PROGRAM 1. INTERNET FEATURE REQUIREMENTS: o Access and Data Security o Quote Process o User Controlled Editing to Establish Distinct Underwriting Rules o Internet Renewal o Internet Endorsement Process o On Line Clearing and Reserving of new accounts through the Customer's Clearance System o Loss Runs o Installment Invoice 2. ACTUARIAL & COMPLIANCE REQUIREMENTS: o Loading of Rate Files o Use of Customer's Rates/Loss Cost Multipliers 3. FINANCIAL & ACCOUNTING REQUIREMENTS: o Cash Processing (EFT, Credit Card, ACH Debit) o Receivables Processing o Premium and Commissions Accounting o Generation of Commission Statements and Checks o Internet Premium Finance Quoting interface o Monthly Premium Interface to Wins, for satisfying FARE requirements o Weekly Production Reporting System 4. UNDERWRITING REQUIREMENTS: o Cancellation Processing o Reinsurance Processing o Exception Processing guidelines for submissions that fall outside the underwriting guidelines 5. CLAIMS REQUIREMENTS: o Monthly Interface to Wins, for satisfying policy coverage information to claims TPAS 6. AGENCY/AUDIT/LOSS CONTROL REQUIREMENTS: o Agency Management Reporting o Standard Reports currently available from IMS 7. INFRASTRUCTURE REQUIREMENTS: o Ad Hoc Reporting Tool and Data Warehouse o Agency and Insured data interfaces to the Point Click and Bind portal system 0 o Testing of All Functions with Customer's Data o Controlled Environment with Customer's Approval and Sign-Off of Test Results o Document Packaging o Use of Customer's Company Specific Policy Forms o Customized Output with Customer Specific Logo on Forms 118 WORKERS COMPENSATION PROGRAM 1. INTERNET FEATURE REQUIREMENTS: o Access and Data Security o Quote Process o User Controlled Editing to Establish Distinct Underwriting Rules o Internet Renewal o Internet Endorsement Process o On Line Clearing and Reserving of new accounts through the Customer's Clearance System o Loss Runs o Installment Invoice o Dividend Plan Rules 2. ACTUARIAL & COMPLIANCE REQUIREMENTS: o Loading of Rate Files o Use of Customer's Rates/Loss Cost Multipliers o Compliance of Statutory Reporting o Support state-specific calls based on the data provided through FARE. 3. FINANCIAL & ACCOUNTING REQUIREMENTS: o Cash Processing (EFT, Credit Card, ACH Debit) o Receivables Processing o Premium and Commissions Accounting o Generation of Commission Statements and Checks o Internet Premium Finance Quoting interface o Automated Payroll Payment interface o Monthly transmission of Premiums, Claims and Reinsurance activity to FARE o Weekly Production Reporting System o Dividend Deferral Process 4. UNDERWRITING REQUIREMENTS: o Cancellation Processing o Reinsurance Processing o Exception Processing guidelines for submissions that fall outside the underwriting guidelines o Underwriting Account Data Validation Interfaces (NCCI, ETC.) 5. CLAIMS REQUIREMENTS: o Claims Data Management o On Line access to policy coverage information to the claims TPA's o Data for calculating claims TPA's processing fees 6. AGENCY/AUDIT/LOSS CONTROL REQUIREMENTS: o Agency Management Reporting o Audit/Inspection Processing/Vendor Management o Standard Reports currently available from IMS 7. INFRASTRUCTURE REQUIREMENTS: o Ad Hoc Reporting Tool and Data Warehouse o Agency and Insured data interfaces to the Point Click and Bind portal system o Testing of All Functions with Customer's Data o Controlled Environment with Customer's Approval and Sign-Off of Test Results o Document Packaging o Use of Customer's Company Specific Policy Forms o Customized Output with Customer Specific Logo on Forms 119 APPENDIX E CUSTOMER'S REQUIREMENTS DOCUMENTATION CUSTOMER'S CYBERCOMP (WC) REQUIREMENTS DOCUMENTATION - -------------------------------------------------------------------------------- ITEM # ITEM DESCRIPTION - -------------------------------------------------------------------------------- 1 Provide access to Reliance National's Partner Connections website - -------------------------------------------------------------------------------- 2 Provide current WC underwriting procedures and workflows (new business, renewals, endorsements, quoting) - -------------------------------------------------------------------------------- 3 Provide current WC accounting procedures and workflows (Audit processing, Billing/collections, commission processing, reinsurance) - -------------------------------------------------------------------------------- 4 Provide proposed Claims TPA interface file layout - -------------------------------------------------------------------------------- 5 Provide coverage verification data requirements - -------------------------------------------------------------------------------- 6 Provide TPA fee calculation data requirements - -------------------------------------------------------------------------------- 7 Provide Clearance file layout requirements - -------------------------------------------------------------------------------- 8 Provide FARE file layout requirements - -------------------------------------------------------------------------------- 9 Provide Underwriting rules and guidelines by state - -------------------------------------------------------------------------------- 10 Provide CyberComp specific forms - -------------------------------------------------------------------------------- 11 Provide data dump from existing WC system - -------------------------------------------------------------------------------- 12 Provide WC Claims TPA data management procedures and workflow - -------------------------------------------------------------------------------- 13 Provide management reporting requirements w/data definitions for required data - -------------------------------------------------------------------------------- 14 Provide current Audit processing workflows and procedures - -------------------------------------------------------------------------------- 15 Provide Underwriting workflow and procedures - -------------------------------------------------------------------------------- 16 Provide TPA selection criteria and data requirements for TPA monthly report - -------------------------------------------------------------------------------- 17 Provide Dividend processing report formats - -------------------------------------------------------------------------------- 18 Provide Endorsement pages for Dividend plans - -------------------------------------------------------------------------------- 19 Provide copies of the dividend disclosure statements for all 10 dividend states - -------------------------------------------------------------------------------- 20 Provide multi-state processing requirements for dividend processing - -------------------------------------------------------------------------------- 21 Provide mailing of receipients copies specifications - -------------------------------------------------------------------------------- 22 Decide if the 1st of each month is acceptable for installment due dates - -------------------------------------------------------------------------------- 23 Provide requirements for self reporting/CRI interface - -------------------------------------------------------------------------------- 24 Provide requirements for dividend referrals - -------------------------------------------------------------------------------- 25 Provide requirements for setting up sub-producers via Kokopelli or manual - -------------------------------------------------------------------------------- 26 Provide requirements for premium finance interface - -------------------------------------------------------------------------------- 27 Provide requirements on need to differentiate primary and secondary state licenses. - -------------------------------------------------------------------------------- 28 Provide Reinsurance Treaty Rules - -------------------------------------------------------------------------------- 120 CUSTOMER CYBERCHOICE (BOP) REQUIREMENTS DOCUMENTATION - -------------------------------------------------------------------------------- ITEM # ITEM DESCRIPTION - -------------------------------------------------------------------------------- 1 Provide underwriting manuals and guidelines - -------------------------------------------------------------------------------- 2 Identify state forms refiling requirements for OCR lines being added - -------------------------------------------------------------------------------- 3 Provide state specific and generic filed forms - -------------------------------------------------------------------------------- 4 Provide copy of Reliance Stat Plan - -------------------------------------------------------------------------------- 5 Annual statement line by coverage - -------------------------------------------------------------------------------- 6 Binding requirements - -------------------------------------------------------------------------------- 7 Standard Anti-Fraud wording - -------------------------------------------------------------------------------- 8 Endorsement business rules and processing - -------------------------------------------------------------------------------- 9 Cancellation business rules and processing - Same as Workers Comp - -------------------------------------------------------------------------------- 10 Reinstatement business rules and processing - Same as Workers Comp - -------------------------------------------------------------------------------- 11 Audit business rules and processing - Same as Workers Comp - -------------------------------------------------------------------------------- 12 Inspection business rules and processing - -------------------------------------------------------------------------------- 13 Provide Cyberbop specific requirements for standard forms and distribution - -------------------------------------------------------------------------------- 14 Determine legality issues surrounding imaging of documents and destroying original - -------------------------------------------------------------------------------- 15 Provide data requirements for any data not captured in the 15 file layouts used by Brio - -------------------------------------------------------------------------------- 16 Provide Loss runs data requirements - -------------------------------------------------------------------------------- 17 Provide RMS CAT model file layout - -------------------------------------------------------------------------------- 18 Provide TSF calculation for phone service standards monitoring - -------------------------------------------------------------------------------- 19 Provide service standards for system changes - -------------------------------------------------------------------------------- 20 Provide state specific requirements for credit card processing - -------------------------------------------------------------------------------- 21 Provide commission processing requirements - -------------------------------------------------------------------------------- 22 Provide FARE interface file layout - -------------------------------------------------------------------------------- 23 Provide Claims interface file layout - -------------------------------------------------------------------------------- 24 Provide Claims coverage verification requirements - -------------------------------------------------------------------------------- 25 Provide Clearance file layout requirements - -------------------------------------------------------------------------------- 26 Provide TPA selection criteria and data requirements for TPA monthly report - -------------------------------------------------------------------------------- 27 Research development of combined billing for BOP and Umbrella - -------------------------------------------------------------------------------- 28 Provide documentation for schedule rating guidelines required by state - -------------------------------------------------------------------------------- 29 Determine capability of printing policy in agents office and/or email to agent - -------------------------------------------------------------------------------- 30 Provide mapping for zip code, region, territory for inflation guard - -------------------------------------------------------------------------------- 31 Provide list of states that IMS has experienced difficulties with filing forms - -------------------------------------------------------------------------------- 32 Provide rating algorithm and worksheets - -------------------------------------------------------------------------------- 33 Research possibility of combining all products through document packaging - -------------------------------------------------------------------------------- 34 Provide screen mock ups with field mapping along with underwriting edits - -------------------------------------------------------------------------------- 35 Research feasibility of prohibiting binding of risks in areas under a moritirum - -------------------------------------------------------------------------------- 36 Research commission level down to a class code level - -------------------------------------------------------------------------------- 37 Provide IMS implementation timeframe for field specific on-line documentation - -------------------------------------------------------------------------------- 38 Provide Renewal business rules and processing include mini and 3 yr template rules - -------------------------------------------------------------------------------- 39 Provide class code mapping from Reliance codes to ISO to statistical - -------------------------------------------------------------------------------- 40 Provide zip code to Reliance territory to ISO territory. - -------------------------------------------------------------------------------- 41 Provide mapping information for Hartford Steam Boiler - -------------------------------------------------------------------------------- 42 Provide business rules and processing for 3 year policies - -------------------------------------------------------------------------------- 43 Provide BOP logo to be used on correspondence and screens - -------------------------------------------------------------------------------- 121 44 Provide cover letters for policy mailing and matrix for determining which letter to send - -------------------------------------------------------------------------------- 45 Determine workflow for providing access to coverage form content for the Claims TPA's - -------------------------------------------------------------------------------- 46 Provide file layouts and requirements for Marshall Swift interface - -------------------------------------------------------------------------------- 47 Provide quote business rules and processing - -------------------------------------------------------------------------------- 48 Research capability of credit card processing via Kokopelli front end - -------------------------------------------------------------------------------- 49 Provide copies of cancellation and collection letter forms - -------------------------------------------------------------------------------- 50 Provide Reinsurance Treaty Rules - -------------------------------------------------------------------------------- 122 CUSTOMER UMBRELLA REQUIREMENTS DOCUMENTATION - -------------------------------------------------------------------------------- ITEM # ITEM DESCRIPTION - -------------------------------------------------------------------------------- 1 Provide state rollout grouping - -------------------------------------------------------------------------------- 2 Identify state forms refiling requirements for OCR lines being added - -------------------------------------------------------------------------------- 3 Provide underwriting rules and guidelines - -------------------------------------------------------------------------------- 4 Provide state specific and generic filed forms - -------------------------------------------------------------------------------- 5 Provide Reliance class code listing - -------------------------------------------------------------------------------- 6 Annual statement line of business by coverage - -------------------------------------------------------------------------------- 7 Binding requirements and workflow - -------------------------------------------------------------------------------- 8 Standard Anti-Fraud wording - -------------------------------------------------------------------------------- 9 Endorsement business rules and workflow - -------------------------------------------------------------------------------- 10 Cancellation business rules and workflow - -------------------------------------------------------------------------------- 11 Reinstatement business rules and workflow - -------------------------------------------------------------------------------- 12 Renewal business rules and workflow - -------------------------------------------------------------------------------- 13 Validate bureau reporting requirements for ISO BOP underlying coverages - -------------------------------------------------------------------------------- 14 Confirm required underlying limits for Auto liability - CSL - -------------------------------------------------------------------------------- 15 Provide example of A Rate form - -------------------------------------------------------------------------------- 16 Provide special data capture requirements for Incidential Professional Coverages - -------------------------------------------------------------------------------- 17 Provide requirements for TBD policy dates on underlying policy information - -------------------------------------------------------------------------------- 18 Determine legality issues surrounding imaging of documents and destroying original - -------------------------------------------------------------------------------- 19 Provide TSF calculation for phone service standards monitoring - -------------------------------------------------------------------------------- 20 Provide service standards for system changes - -------------------------------------------------------------------------------- 21 Provide data requirements for any data not captured in the 15 file layouts used by Brio - -------------------------------------------------------------------------------- 22 Provide state specific requirements for credit card processing - -------------------------------------------------------------------------------- 23 Provide FARE interface requirements - -------------------------------------------------------------------------------- 24 Provide Clearance file layout requirements - -------------------------------------------------------------------------------- 25 Provide commission processing requirements - -------------------------------------------------------------------------------- 26 Determine capability of printing policy in agents office and/or email to agent - -------------------------------------------------------------------------------- 27 Provide list of states that IMS has experienced difficulties with filing forms - -------------------------------------------------------------------------------- 28 Research possibility of combining all products through document packaging - -------------------------------------------------------------------------------- 29 Research feasibility of prohibiting binding of risks in areas under a moritirum - -------------------------------------------------------------------------------- 30 Research commission level down to a class code level - -------------------------------------------------------------------------------- 31 Provide IMS implementation timeframe for field specific on-line documentation - -------------------------------------------------------------------------------- 32 Provide copies of cancellation and cancellation letter forms - -------------------------------------------------------------------------------- 33 Provide quote business rules and processing - -------------------------------------------------------------------------------- 34 Provide Logos for correspondence and screens - -------------------------------------------------------------------------------- 35 Provide rules for handling inforce business once IMS product live - -------------------------------------------------------------------------------- 36 Provide decision on whether WINS or FARE interface will be used - -------------------------------------------------------------------------------- 37 Provide Reinsurance Treaty Rules - -------------------------------------------------------------------------------- 123 APPENDIX E CUSTOMER'S REQUIREMENTS DOCUMENTATION CUSTOMER'S CYBERCOMP (WC) REQUIREMENTS DOCUMENTATION - -------------------------------------------------------------------------------- ITEM # ITEM DESCRIPTION - -------------------------------------------------------------------------------- 1 Provide access to Reliance National's Partner Connections website - -------------------------------------------------------------------------------- 2 Provide current WC underwriting procedures and workflows (new business, renewals, endorsements, quoting) - -------------------------------------------------------------------------------- 3 Provide current WC accounting procedures and workflows (Audit processing, Billing/collections, commission processing, reinsurance) - -------------------------------------------------------------------------------- 4 Provide proposed Claims TPA interface file layout - -------------------------------------------------------------------------------- 5 Provide coverage verification data requirements - -------------------------------------------------------------------------------- 6 Provide TPA fee calculation data requirements - -------------------------------------------------------------------------------- 7 Provide Clearance file layout requirements - -------------------------------------------------------------------------------- 8 Provide FARE file layout requirements - -------------------------------------------------------------------------------- 9 Provide Underwriting rules and guidelines by state - -------------------------------------------------------------------------------- 10 Provide CyberComp specific forms - -------------------------------------------------------------------------------- 11 Provide data dump from existing WC system - -------------------------------------------------------------------------------- 12 Provide WC Claims TPA data management procedures and workflow - -------------------------------------------------------------------------------- 13 Provide management reporting requirements w/data definitions for required data - -------------------------------------------------------------------------------- 14 Provide current Audit processing workflows and procedures - -------------------------------------------------------------------------------- 15 Provide Underwriting workflow and procedures - -------------------------------------------------------------------------------- 16 Provide TPA selection criteria and data requirements for TPA monthly report - -------------------------------------------------------------------------------- 17 Provide Dividend processing report formats - -------------------------------------------------------------------------------- 18 Provide Endorsement pages for Dividend plans - -------------------------------------------------------------------------------- 19 Provide copies of the dividend disclosure statements for all 10 dividend states - -------------------------------------------------------------------------------- 20 Provide multi-state processing requirements for dividend processing - -------------------------------------------------------------------------------- 21 Provide mailing of receipients copies specifications - -------------------------------------------------------------------------------- 22 Decide if the 1st of each month is acceptable for installment due dates - -------------------------------------------------------------------------------- 23 Provide requirements for self reporting/CRI interface - -------------------------------------------------------------------------------- 24 Provide requirements for dividend referrals - -------------------------------------------------------------------------------- 25 Provide requirements for setting up sub-producers via Kokopelli or manual - -------------------------------------------------------------------------------- 26 Provide requirements for premium finance interface - -------------------------------------------------------------------------------- 27 Provide requirements on need to differentiate primary and secondary state licenses. - -------------------------------------------------------------------------------- 28 Provide Reinsurance Treaty Rules - -------------------------------------------------------------------------------- 124 CUSTOMER CYBERCHOICE (BOP) REQUIREMENTS DOCUMENTATION - -------------------------------------------------------------------------------- ITEM # ITEM DESCRIPTION - -------------------------------------------------------------------------------- 1 Provide underwriting manuals and guidelines - -------------------------------------------------------------------------------- 2 Identify state forms refiling requirements for OCR lines being added - -------------------------------------------------------------------------------- 3 Provide state specific and generic filed forms - -------------------------------------------------------------------------------- 4 Provide copy of Reliance Stat Plan - -------------------------------------------------------------------------------- 5 Annual statement line by coverage - -------------------------------------------------------------------------------- 6 Binding requirements - -------------------------------------------------------------------------------- 7 Standard Anti-Fraud wording - -------------------------------------------------------------------------------- 8 Endorsement business rules and processing - -------------------------------------------------------------------------------- 9 Cancellation business rules and processing - Same as Workers Comp - -------------------------------------------------------------------------------- 10 Reinstatement business rules and processing - Same as Workers Comp - -------------------------------------------------------------------------------- 11 Audit business rules and processing - Same as Workers Comp - -------------------------------------------------------------------------------- 12 Inspection business rules and processing - -------------------------------------------------------------------------------- 13 Provide Cyberbop specific requirements for standard forms and distribution - -------------------------------------------------------------------------------- 14 Determine legality issues surrounding imaging of documents and destroying original - -------------------------------------------------------------------------------- 15 Provide data requirements for any data not captured in the 15 file layouts used by Brio - -------------------------------------------------------------------------------- 16 Provide Loss runs data requirements - -------------------------------------------------------------------------------- 17 Provide RMS CAT model file layout - -------------------------------------------------------------------------------- 18 Provide TSF calculation for phone service standards monitoring - -------------------------------------------------------------------------------- 19 Provide service standards for system changes - -------------------------------------------------------------------------------- 20 Provide state specific requirements for credit card processing - -------------------------------------------------------------------------------- 21 Provide commission processing requirements - -------------------------------------------------------------------------------- 22 Provide FARE interface file layout - -------------------------------------------------------------------------------- 23 Provide Claims interface file layout - -------------------------------------------------------------------------------- 24 Provide Claims coverage verification requirements - -------------------------------------------------------------------------------- 25 Provide Clearance file layout requirements - -------------------------------------------------------------------------------- 26 Provide TPA selection criteria and data requirements for TPA monthly report - -------------------------------------------------------------------------------- 27 Research development of combined billing for BOP and Umbrella - -------------------------------------------------------------------------------- 28 Provide documentation for schedule rating guidelines required by state - -------------------------------------------------------------------------------- 29 Determine capability of printing policy in agents office and/or email to agent - -------------------------------------------------------------------------------- 30 Provide mapping for zip code, region, territory for inflation guard - -------------------------------------------------------------------------------- 31 Provide list of states that IMS has experienced difficulties with filingmforms - -------------------------------------------------------------------------------- 32 Provide rating algorithm and worksheets - -------------------------------------------------------------------------------- 33 Research possibility of combining all products through document packaging - -------------------------------------------------------------------------------- 34 Provide screen mock ups with field mapping along with underwriting edits - -------------------------------------------------------------------------------- 35 Research feasibility of prohibiting binding of risks in areas under a moritirum - -------------------------------------------------------------------------------- 36 Research commission level down to a class code level - -------------------------------------------------------------------------------- 37 Provide IMS implementation timeframe for field specific on-line documentation - -------------------------------------------------------------------------------- 38 Provide Renewal business rules and processing include mini and 3 yr template rules - -------------------------------------------------------------------------------- 39 Provide class code mapping from Reliance codes to ISO to statistical - -------------------------------------------------------------------------------- 40 Provide zip code to Reliance territory to ISO territory. - -------------------------------------------------------------------------------- 41 Provide mapping information for Hartford Steam Boiler - -------------------------------------------------------------------------------- 42 Provide business rules and processing for 3 year policies - -------------------------------------------------------------------------------- 43 Provide BOP logo to be used on correspondence and screens - -------------------------------------------------------------------------------- 125 44 Provide cover letters for policy mailing and matrix for determining which letter to send - -------------------------------------------------------------------------------- 45 Determine workflow for providing access to coverage form content for the Claims TPA's - -------------------------------------------------------------------------------- 46 Provide file layouts and requirements for Marshall Swift interface - -------------------------------------------------------------------------------- 47 Provide quote business rules and processing - -------------------------------------------------------------------------------- 48 Research capability of credit card processing via Kokopelli front end - -------------------------------------------------------------------------------- 49 Provide copies of cancellation and collection letter forms - -------------------------------------------------------------------------------- 50 Provide Reinsurance Treaty Rules - -------------------------------------------------------------------------------- 126 CUSTOMER UMBRELLA REQUIREMENTS DOCUMENTATION - -------------------------------------------------------------------------------- ITEM # ITEM DESCRIPTION - -------------------------------------------------------------------------------- 1 Provide state rollout grouping - -------------------------------------------------------------------------------- 2 Identify state forms refiling requirements for OCR lines being added - -------------------------------------------------------------------------------- 3 Provide underwriting rules and guidelines - -------------------------------------------------------------------------------- 4 Provide state specific and generic filed forms - -------------------------------------------------------------------------------- 5 Provide Reliance class code listing - -------------------------------------------------------------------------------- 6 Annual statement line of business by coverage - -------------------------------------------------------------------------------- 7 Binding requirements and workflow - -------------------------------------------------------------------------------- 8 Standard Anti-Fraud wording - -------------------------------------------------------------------------------- 9 Endorsement business rules and workflow - -------------------------------------------------------------------------------- 10 Cancellation business rules and workflow - -------------------------------------------------------------------------------- 11 Reinstatement business rules and workflow - -------------------------------------------------------------------------------- 12 Renewal business rules and workflow - -------------------------------------------------------------------------------- 13 Validate bureau reporting requirements for ISO BOP underlying coverages - -------------------------------------------------------------------------------- 14 Confirm required underlying limits for Auto liability - CSL - -------------------------------------------------------------------------------- 15 Provide example of A Rate form - -------------------------------------------------------------------------------- 16 Provide special data capture requirements for Incidential Professional Coverages - -------------------------------------------------------------------------------- 17 Provide requirements for TBD policy dates on underlying policy information - -------------------------------------------------------------------------------- 18 Determine legality issues surrounding imaging of documents and destroying original - -------------------------------------------------------------------------------- 19 Provide TSF calculation for phone service standards monitoring - -------------------------------------------------------------------------------- 20 Provide service standards for system changes - -------------------------------------------------------------------------------- 21 Provide data requirements for any data not captured in the 15 file layouts used by Brio - -------------------------------------------------------------------------------- 22 Provide state specific requirements for credit card processing - -------------------------------------------------------------------------------- 23 Provide FARE interface requirements - -------------------------------------------------------------------------------- 24 Provide Clearance file layout requirements - -------------------------------------------------------------------------------- 25 Provide commission processing requirements - -------------------------------------------------------------------------------- 26 Determine capability of printing policy in agents office and/or email to agent - -------------------------------------------------------------------------------- 27 Provide list of states that IMS has experienced difficulties with filing forms - -------------------------------------------------------------------------------- 28 Research possibility of combining all products through document packaging - -------------------------------------------------------------------------------- 29 Research feasibility of prohibiting binding of risks in areas under a moritirum - -------------------------------------------------------------------------------- 30 Research commission level down to a class code level - -------------------------------------------------------------------------------- 31 Provide IMS implementation timeframe for field specific on-line documentation - -------------------------------------------------------------------------------- 32 Provide copies of cancellation and cancellation letter forms - -------------------------------------------------------------------------------- 33 Provide quote business rules and processing - -------------------------------------------------------------------------------- 34 Provide Logos for correspondence and screens - -------------------------------------------------------------------------------- 35 Provide rules for handling inforce business once IMS product live - -------------------------------------------------------------------------------- 36 Provide decision on whether WINS or FARE interface will be used - -------------------------------------------------------------------------------- 37 Provide Reinsurance Treaty Rules - -------------------------------------------------------------------------------- 127 APPENDIX F IMS SYSTEMS ENHANCEMENT LIQUIDATED DAMAGES SCHEDULE
Liquidated Liquidated Liquidated Liquidated Liquidated Liquidated Project Size Grace Damages Damages Damages Damages Damages Damages (Time & Cost) Period per day per day per day per day per day per day (weeks) 1 wk late 2 wks late 3 wks late 4 wks late 5 wks late >5 wks late - ------------------------------------------------------------------------------------------------------------------------ < 4 wks, > $___*___ ONE ___*___ ___*___ ___*___ - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 4-8 wks, > $___*___ ONE ___*___ ___*___ ___*___ ___*___ 4-8 wks, > $___*___ TWO n/a ___*___ ___*___ ___*___ ___*___ ___*___ 4-8 wks, > $___*___ THREE n/a n/a ___*___ ___*___ ___*___ ___*___ - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ 8-16 wks, > $___*___ TWO n/a ___*___ ___*___ ___*___ ___*___ ___*___ 8-16 wks, > $___*___ THREE n/a n/a ___*___ ___*___ ___*___ ___*___ 8-16 wks, > $___*___ FOUR n/a n/a n/a ___*___ ___*___ ___*___ - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ > 16 wks, > $___*___ TWO n/a ___*___ ___*___ ___*___ ___*___ ___*___ > 16 wks, > $___*___ THREE n/a n/a ___*___ ___*___ ___*___ ___*___ > 16 wks, > $___*___ FOUR n/a n/a n/a ___*___ ___*___ ___*___ > 16 wks, > $___*___ FIVE n/a n/a n/a n/a ___*___ ___*___ - ------------------------------------------------------------------------------------------------------------------------
A week is defined as five Business Days Maximum Liquidated Damages amount is ___*___ of Total Project Cost Maximum One Week liquidated damages is $___*___ * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 128 APPENDIX G IMS SYSTEMS ENHANCEMENT EXTENSION SCHEDULE
DELAY IN THE DELIVERY OF DOCUMENTATION, DATA AND/OR INFORMATION: Project Size Received Received Received Received Received (Time & Cost) within within within within greater than 1 week 2 weeks 3 weeks 4 weeks 5 weeks after due after due after due after due after due date date date date date - ------------------------------------------------------------------------------------------------ < 4 wks, > $___*___ ___*___ ___*___ ___*___ ___*___ - ------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------ 4-8 wks, > $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ 4-8 wks, > $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ 4-8 wks, > $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------ 8-16 wks, > $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ 8-16 wks, > $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ 8-16 wks, > $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------ > 16 wks, > $___*___ No impact No impact ___*___ ___*___ ___*___ > 16 wks, > $___*___ No impact ___*___ ___*___ ___*___ ___*___ > 16 wks, > $___*___ No impact ___*___ ___*___ ___*___ ___*___ > 16 wks, > $___*___ No impact ___*___ ___*___ ___*___ ___*___ - ------------------------------------------------------------------------------------------------
A week is defined as five Business Days The specified % shall be multiplied times the number of Business Days that the documentation, data and/or information was delivered late and the total shall equal the number of Business Days that the due date for the System Enhancement Project is extended. EXAMPLE: Necessary data or Information is received from CyberComp ___*___ Business Days late on a (> ___*___ week project that is >$___*___) System Enhancement Project. Therefore, IMS shall be given an ___*___ additional Business Days (___*___ Business Days = ___*___ Business Days) in which to complete the System Enhancement Project. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 129 APPENDIX H SYSTEMS DEVELOPMENT LIFE CYCLE IMS will utilize the Systems Development Life Cycle ("SDLC") and the appropriate phase specific processes as defined herein to accomplish and complete all of the tasks ("Task") delineated within the Rollout Plans (contained within Appendices A, B and C), in accordance with the Specifications, and to complete any System Enhancement Project authorized pursuant to Article XIII of the Agreement. The SDLC will identify the appropriate phase level activities and deliverables that would be recommended prior to completing a Task delineated within a Rollout Plan. Phase reviews will be conducted at major project milestones or checkpoints defined by the Customer and IMS. At that time, both Customer and IMS will have the opportunity to review the status of the project, consider alternative opportunities, resolve outstanding issues, and verify the accuracy of the existing estimates. Customer accepts responsibility for signing off at the completion of a Task delineated within a Rollout Plan before proceeding to next specified Task delineated within that Rollout Plan, and IMS and Customer shall assure that resources required for the next phase are committed and available. Specifically, if IMS deems that a Rollout Plan Task has been properly completed by IMS, in accordance with the Specifications and the SDLC, and is ready for live production, IMS shall provide the Customer Liaison a written notice ("Completion Notice") that it has completed the specified Task and IMS shall provide Customer with all relevant test results. Customer will then have a reasonable amount of time following the date of the Completion Notice within which to test the Task for acceptance purposes. Customer shall exercise good faith in promptly testing and accepting IMS' completion of each Task within the Rollout Plan prior to moving that completed Task to live production. IMS shall cooperate with Customer, upon request, in its testing of any completed Task. If Customer determined that a completed Task contains defects ("Defects"), IMS shall make a good faith effort to correct any Defects within a reasonable amount of time of being notified by Customer. Customer shall provide IMS with written approval ("Acceptance Notice") of its acceptance of each Task within the Rollout Plan if such task is in substantial compliance with all material requirements in accordance with the System Development Life Cycle and the Specifications. Acceptance of the Task by Customer shall not be deemed to waive any of IMS' warranties or Customer and IMS' other remedies as may be provided in the Agreement. Further, by definition, the completion and acceptance of each task delineated within the Rollout Plan also includes the completion and acceptance of the integration of each new task with previously completed, accepted and deployed rollout Plan task. For the purpose of accurate auditing, Customer agrees that all communication for requesting specification changes within the Task delineated within the Rollout Plan will be made to the Account Manager in writing and will not be directed to any other member of the IMS project team. The Account Manager will evaluate requested changes to specifications and discuss the impact of the changes with the Customer Liaison. The Account Manager will define, in writing, any estimates which will result in a cost overrun, a delay to a Rollout Plan milestone or an adjustment to resource assignments. The written adjustments will be presented to Customer for acceptance and approval by Customer. 130 DELIVERABLES Phase I - Analysis Phase I SDLC is the analysis phase and is the most crucial part of the systems development methodology. The focus of this phase is on defining business events and the overall business processes that drive those events. To collect this information, IMS project team members will chair information-gathering meetings, with the appropriate Customer counterparts, to gather relevant business requirements. The deliverable, called the Detailed Business Requirements ("DBR") document shall contain all collected information required to complete a Task delineated within a Rollout Plan and shall be written without any technical assumptions. Phase II - Design Phase II of the SDLC is the design phase. The DBR produced in Phase I will functionally describe the system to be designed and will be used as a basis to compile a technical design. In this task, a set of guidelines shall be developed to ensure the application interaction procedures are consistently designed, are as re-usable as possible and are tailored to the technology environments within which they are to be implemented. The deliverable from this phase, called the Technical Design Specifications ("TDR"), shall be used to perform all development/enhancement tasks required to meet the DBR. Phase III - Development and Unit / Integration Testing Phase III of the SDLC is the development and unit / integration testing phase of all executables of the application-databases, screens, programs, control libraries, transaction definitions and to generate the physical design and implementation of the database. All components and aspects of the application will be tested to ensure all DBR have been met. At this stage, smaller components will be tested to ensure they are free from defects prior to integration with larger modules of the development package and prior to quality assurance testing procedures in the next phase. The main deliverables from this phase are the tested program modules that will be required for systems and quality assurance testing for the next phase. Phase IV - Integration Testing, Quality Assurance (QA) Review and System Testing In this phase, system integrity and functional testing of the application shall be conducted by the IMS (Quality Assurance team) prior to moving the system into the IMS Model Office. This process will continue through elimination of all defects by testing application integrity and validating all functions by quality assurance prior to releasing to IMS Model Office. Phase V - Model Office Testing The purpose of this phase is to test and verify all objectives defined in the DBR. Test plans shall be developed to test various possible scenarios and to test the application utilizing the IMS Model Office environment and resources. These testing components are comprised of the following: o Security testing will verify all security requirements and issues are resolved. o Compatibility and conversion testing will verify the system is compatible with other systems' architecture and any conversion process from other systems' architecture works properly. o Performance testing will be performed to verify that customer specific and all modules meet all performance standards. o Recovery testing will also be performed to verify that the system meets any program-defined error recovery standards. o Procedural testing encompasses any human procedure for which this automation is a part of, and will be tested so that the whole of the procedure remains intact. o Installability testing will verify that the system can be installed across the range of platforms for which it is intended, most specifically, the internet components. 131 o Volume testing and stress testing will be performed to verify that the system can handle the anticipated workload and that the system performs within standards under peak loads. Phase VI - Deployment Phase VI of the SDLC is deployment of the application following the successful completion of IMS Model Office testing. At this stage, any data conversion required will be implemented as well as the installation of hardware/software systems required to meet the project objectives. The implementation can take the form of a phased rollout based on customer and product requirements and as a result, the deployment phase may be performed more than once. The main deliverable for this phase is the Deployed System. Upon completion of Phase VI, for each particular Task within the Rollout Plan, IMS shall deliver to the Customer Liaison a Completion Notice as specified above. EX-10.2 3 ex10-2.txt INSTANT INSURANCE 06/30/00 SERVICE AGREEMENT 1 Exhibit 10.2 INSURANCE ADMINISTRATION SERVICES AGREEMENT THIS INSURANCE ADMINISTRATION SERVICES AGREEMENT ("Agreement") is made and effective as of the 30th day of June, 2000 ("Effective Date"), by and between INSURANCE MANAGEMENT SOLUTIONS, INC. ("IMS"), a corporation organized and existing under the laws of the State of Florida with its principal place of business located at 360 Central Avenue, St. Petersburg, Florida 33701, and INSTANT INSURANCE HOLDINGS, INC. ("Instant"), a corporation organized and existing under the laws of the State of Delaware with its principal place of business located at 8113 Ridgepoint Drive, Suite 214, Irving Texas, 75063, and its designated or wholly owned subsidiaries, collectively, INSTANT AUTO INSURANCE COMPANY ("Instant Auto"), a corporation organized and existing under the laws of the State of Delaware with its principal place of business located at 8113 Ridgepoint Drive, Suite 214, Irving, Texas 75063. Where used in this Agreement, the term "Customer" shall include within its meaning both Instant and Instant Auto. WHEREAS, Customer wishes to engage the services of IMS to administer certain of the Customer's obligations for the lines of business ("Authorized Lines of Business") in the state(s) ("Authorized States") set forth in SCHEDULE A; and WHEREAS, IMS wishes to provide such insurance administration services as set forth herein. NOW THEREFORE, IN CONSIDERATION OF the mutual covenants and agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto do covenant and agree as follows: ARTICLE I. DEFINITIONS Unless the context clearly requires otherwise, the following terms when used in this Agreement shall have the meanings set forth below: A. "Affiliate" is any company which controls, is controlled by, or under common control with a party, and "control" is defined as owning 50% or more of such entity. B. "Authorized Lines of Business" means the lines of business expressly set forth in SCHEDULE A of this Agreement. C. "Authorized States" means the states expressly set forth in SCHEDULE A of this Agreement. D. For purposes of legal notice only, "Business Day" means any day other than a Saturday, Sunday or other day which is a bank holiday for Florida State Banks or an IMS paid holiday (New Year's Day, Memorial Day, Independence Day, Thanksgiving Day, day after Thanksgiving, Christmas Eve (after 12 P.M. Eastern Standard Time) and Christmas Day). E. "Change of Control" means (a) a sale, transfer or pledge, or the issuance to a new shareholder, of fifty (50%) percent or more of the voting stock of a party hereto to any third party that is not an affiliate of such party; or (b) a sale, transfer or pledge of a substantial portion of the material assets of a party, or any merger or consolidation of a party with another entity or entities. Both parties agree as respects this paragraph E, that a change of control includes the above definitions when the sale or purchase is transacted with a company included within the portfolio of Customer's investment group or a distribution partner(s) of Customer. F. "Distribution Partner(s)" means the Customer's business partners which are authorized by Customer to transact business on Customer's behalf. G. "Insurance Administration Services" means the services set forth in this Agreement and EXHIBITS I AND II hereto in the Authorized States in accordance with the terms of the Agreement, and all applicable laws and regulations. 1 2 H. "Insurance Program" means the Customer's insurance products within the Authorized Lines of Business to be offered within the Authorized States. I. "Systems Development Life Cycle" means the process of defining, documenting, and sign-off prior to deployment of all of the business, functional, and technical specifications related to the Insurance Administration Services to be performed under this Agreement, and the development and quality assurance of those business, functional and technical specifications after deployment. Refer to APPENDIX B for a more detailed description of the Systems Development Life Cycle. J. "Technical Information" means and shall include (without limitation) computer programs, databases, designs, algorithms, processes, structures, data formats, business methods, know how, and research and development information. ARTICLE II. TERM A. The implementation period ("Implementation Period") shall begin on the Effective Date of this Agreement and shall end upon completion ("Completion Date") of all tasks delineated in the rollout plan ("Rollout Plan") contained within APPENDIX A for the first five states to be implemented (Colorado, Texas, Arizona, New Mexico and Indiana). Customer shall provide to IMS during such Implementation Period all data, information, background, and other materials as defined by IMS and agreed to by Customer to enable IMS to complete the Rollout Plan delineated within APPENDIX A. B. The term of the Agreement shall commence on the Effective Date and shall have a minimum operating term ("Minimum Operating Term") of eighty-four (84) full calendar months following the Effective Date. Either party may provide written notice to the other party of its intent to renew the Agreement, no later than six (6) months before the end of the Minimum Operating Term. ARTICLE III. RESPONSIBILITIES OF IMS A. During the Implementation Period, IMS shall design, construct, modify or customize software systems that will enable IMS to provide the Insurance Administration Services. In addition, the Implementation Period will be used by IMS to assemble and train its staff, arrange for furniture and fixtures, and essentially implement the procedures required to provide to Customer the Insurance Administration Services. B. IMS will utilize the Systems Development Life Cycle and the appropriate phase-specific processes (as further described in APPENDIX B) to complete the Rollout Plan and to accomplish any other project related to the Insurance Administration Services to be performed on behalf of Customer under this Agreement. IMS and Customer will cooperate to jointly develop the test plans and business test cases to be used during the Systems Development Life Cycle. IMS will provide Customer with the test results and shall await the Customer's sign-off prior to deployment into live production. C. IMS shall dedicate the human, equipment and computer resources commercially reasonably required to provide Customer with the Insurance Administration Services, during the term of this Agreement, for the Insurance Program and Authorized States specified in SCHEDULE A. If Customer is reasonably dissatisfied with a key IMS staff member assigned by IMS to provide Insurance Administration Services under this Agreement, then upon Customer's written notice thereof, IMS shall exercise commercially reasonable efforts to replace IMS key staff member within a reasonable time from IMS' receipt of notice, but in no event later than three (3) months from IMS' receipt of notice. During the process by which IMS is replacing a key staff member, Customer may be involved during the interview process. 2 3 D. IMS shall perform the Insurance Administration Services as described in Exhibit I & II, in accordance with the service standards and goals described in SCHEDULES C & D. E. IMS shall designate an employee ("Account Manager") of sufficient status and authority to act as liaison with Customer to facilitate IMS' performance of the Insurance Administration Services under this Agreement. The Account Manager shall provide written and oral communication of the status of implementation and administration of the Insurance Administration Services as agreed to by and between Account Manager and Customer. F. IMS shall, based on accepted industry standards and in accordance with generally accepted insurance and accounting practices as designated by the appropriate state regulatory bodies, maintain complete and orderly records and policy and/or claims files as may be required as a result of IMS performing the Insurance Administration Services on behalf of Customer. These files shall be retained by IMS, in a format or media defined by IMS which shall be in compliance with applicable laws and regulations, for a minimum of five (5) years or the period specified by the applicable state and/or federal statutes regulating the preservation of records, whichever is longer, unless the Customer requests that its records be returned to it at its expense; provided, however, that IMS shall be entitled to retain copies thereof. It is specifically agreed and understood between the parties that all records referred to in this paragraph "F" constitute sole and exclusive property of Customer, and shall be treated as such by IMS pursuant to the "Client Confidentiality" Section of IMS' Associate Manual. G. At IMS' expense, IMS will provide office space at its principal servicing office for two designated employees of Customer. The office space will be equipped with a telephone with customer service monitoring capability and a personal computer with access to Customer's policy information data, and capable of permitting occupancy for two (2) people. H. IMS and Customer acknowledge and agree that Customer bears all risk and has ultimate responsibility for the policies to be administered by IMS, and that Customer shall at all times have ultimate decision-making discretion with regard to all matters pertaining to the Insurance Program policies. Customer acknowledges and agrees that any handling instructions or direction from Customer to IMS shall be within the bounds of any and all applicable laws and regulations pertaining to the handling of such policies. ARTICLE IV. RESPONSIBILITIES OF CUSTOMER A. During the term of this Agreement (including the Implementation Period), Customer shall by mutual agreement with IMS provide to IMS, in a timely manner, any and all data, information and other items required to enable IMS to perform the Insurance Administration Services specified in EXHIBITS I AND II of this Agreement. Customer shall also provide IMS with Customer's banking institution account information relating to the services being provided by IMS under this Agreement, corporate and subsidiary logos (if applicable), style and specifications of printed documents (such as insurance policies), and policy jackets. Customer represents and warrants to IMS that it owns and possesses all property rights to its corporate and subsidiary logos and hereby grants and warrants to IMS a limited, non-transferable, non-assignable, license to use Customer's corporate and subsidiary logos (and any other copyrighted or trademarked property of Customer that may be provided to IMS under this Agreement) while performing the Insurance Administration Services on behalf of Customer. Customer acknowledges and agrees that delays in delivery of required documentation, data and/or information by Customer will result in a similar delay in fulfilling Insurance Administration Services, and that such a delay in performing the Insurance Administration Services shall not be deemed a breach of the Agreement. 3 4 B. Customer shall work and cooperate with IMS in utilizing the Systems Development Life Cycle (as further described in APPENDIX B) to complete the Rollout Plan and to accomplish any other project (related to the Insurance Administration Services) to be performed under this Agreement. Customer participation in the Systems Development Life Cycle shall include, but shall not be limited to, promptly reviewing and signing-off on all definitions and documentation prior to the commencement of each phase within the Systems Development Life Cycle. Customer agrees to provide such sign-off in writing within ten (10) business days of receipt of satisfactory test results from IMS. Customer shall perform functional and business case testing within the IMS Model Office environment to meet the agreed upon specifications. Customer will work and cooperate with IMS to jointly develop the test plans and business test cases to be used during the Systems Development Life Cycle. C. CUSTOMER ACKNOWLEDGES AND AGREES THAT IMS ASSUMES NO INSURANCE RISK FOR THE BUSINESS PROCESSED UNDER THIS AGREEMENT. D. Customer shall designate manager level employees of sufficient status and binding decision making authority to act as liaisons with IMS and to facilitate Customer's role as IMS performs the Insurance Administration Services enumerated in EXHIBITS I AND II of this Agreement. ARTICLE V. CUSTOMER ACCESS TO RECORDS / CONFIDENTIAL INFORMATION A. At Customer's expense, Customer will be permitted access (as set forth herein) to all IMS and Customer records and information (excluding, specifically, IMS' proprietary technical design information) reasonably necessary to: (i) audit the completeness and accuracy of the Insurance Administration Services provided under this Agreement and reports produced for Customer pursuant to this Agreement; (ii) verify the accuracy and validity of all billings and charges to Customer under this Agreement, including any travel and living expenses; and (iii) verify IMS' overall compliance with the terms of this Agreement and applicable laws and regulations. IMS will maintain a log of all system issues which affect IMS' ability to perform the terms of this Agreement. Customer will bear the cost of access to the above records, including the costs of travel, personnel, computer hardware and software, and data line charges. Access to the above records, for the foregoing purposes, will be provided during normal business hours upon five (5) Business Days prior written notice to IMS by Customer for so long as IMS is required to maintain such records under this Agreement; except in case of regulatory inquiry, in which case access will be granted within twenty four (24) hours of written notice to IMS. At Customer's expense, Customer will be permitted to copy (using a copy service of Customer's choice) those IMS records subject to audit in accordance with this Article. Upon five (5) days written request by Customer, and at Customer's expense (based on IMS' actual expense), IMS will promptly mail or fax to Customer supporting documentation concerning any specific transaction processed by IMS under the terms of this Agreement. IMS will provide adequate workspace as mutually agreed upon between Customer and IMS for Customer to conduct audits in accordance with this Article. Further, Customer or its representatives shall take reasonable precautions, when conducting audits under this Article, not to materially disrupt IMS' ongoing business activities. IMS shall provide Customer with workspace, resources (both physical and human) and amenities necessary to enable Customer to conduct the audit. Any additional costs incurred by IMS in providing the human resources pursuant to this paragraph A shall be borne by Customer. 4 5 B. The recipient ("Recipient") of confidential data and/or information pursuant to this Agreement shall maintain the confidentiality of all data and/or information which is the property of the other party ("Disclosing Party"), whether originally supplied by the Disclosing Party, or whether generated by the Disclosing Party in the course of performing or facilitating the Insurance Administration Services under this Agreement and which is directly accessible to the Recipient or is in the possession of Recipient in the implementation, facilitation and/or performance of the Insurance Administration Services. During the term of this Agreement, Recipient may acquire, know, or have within its possession, information (including, but not limited to, Technical Information) and/or data of the Disclosing Party concerning commercial and trade affairs, rating and underwriting rules and guidelines, the identity of clients, the identity of insureds and beneficiaries, claims, benefits, rates and agents, financial information, Proprietary System (as defined at Article VII, A herein), and business practices of the Disclosing Party ("Confidential Information"). Confidential Information which is provided in tangible form must be clearly marked "Confidential", "Proprietary" or the substantial equivalent thereof, or if orally disclosed must be clearly identified as "Confidential" or "Proprietary" at the time of the disclosure (except for IMS' Technical Information, Customer's underwriting rules and guidelines, the identity of Customer's clients, the identity of Customer's insureds and beneficiaries, claims, benefits, rates and agents, and, the following documents provided by Customer to IMS prior to the Effective Date of this Agreement: all Flex Bill documentation (including presentation, matrices, billing guides, `The eCoverage Report', discount flow charts, network diagrams, call reason code documentation, initial data mapping with Amis, sample hierarchy reports, initial web flow, point of sale specifications, and initial tiered rating spreadsheet, which will be deemed "Confidential Information" under this Agreement, regardless of whether marked as such). Except as required by law, Recipient shall keep Disclosing Party's Confidential Information confidential and shall only use the Confidential Information in performing or facilitating the Insurance Administration Services under this Agreement. Recipient shall not disclose the Confidential Information without Disclosing Party's prior written permission except to Recipient's employees who require the information to perform or facilitate the Insurance Administration Services under this Agreement. Each party hereto, as a Recipient, warrants to the other that appropriate measures shall be taken by Recipient to safeguard the confidentiality of the Confidential Information, with a level of care at least equal to the level of care with which Recipient safeguards its own confidential or proprietary information. All employees, agents or representatives of Recipient and any third parties who are given access to the Confidential Information shall be under written obligation to Recipient to maintain such information in confidence. IMS and Customer agree that Recipient shall have no obligation with respect to any information or data which: a) is already rightfully known to Recipient through means other than Disclosing Party; or b) is or becomes publicly known through no wrongful act of Recipient; or c) is rightfully obtained by Recipient from a third-party without similar restriction and without breach of this Agreement; or d) is independently developed by Recipient without breach of this Agreement. Disclosing Party shall retain title to all Confidential Information (whether tangible or intangible) delivered thereby pursuant to this Agreement. Recipient shall not copy, reproduce or use any Confidential Information without written authorization of Disclosing Party, except as may be required to accomplish the Insurance Administration Services under this Agreement. Recipient shall promptly return or destroy, on written request of Disclosing Party, all tangible copies containing Confidential Information, except those copies kept in the regular course of business, or that are required to be kept pursuant to any state or federal administrative, regulatory or statutory mandates. The obligations under this Paragraph shall survive the termination of this Agreement. Notwithstanding the foregoing, this Article shall not prevent the disclosure of Confidential Information to the extent legally required by any court or regulatory entity having jurisdiction over the parties. 5 6 C. For purposes of this Article V., Recipient and Disclosing Party shall include within their meaning all respective subsidiaries, distribution partners, agents, representatives, affiliates or fronting companies of the Recipient and Disclosing Party. D. The obligations of Customer and IMS under this Article V. shall continue and remain in effect after termination of this Agreement. ARTICLE VI. EXPENSES AND FEES A. In consideration of IMS providing Insurance Administration Services as described herein, Customer shall pay IMS fees and expenses as specified in SCHEDULE B. Except for the service fee ("Service Fee") which is based upon a percentage of Customer's direct written premium, the Miscellaneous Fees specified in Section V of SCHEDULE B hereto may be increased effective as of each anniversary of the Effective Date by no more than the percentage increase in the United States Consumer Price Index for all Urban Users (CPI-U) as reported by the United States Bureau of Labor Statistics for the most recently completed calendar year that IMS is performing services on behalf of the Customer. Further, in the event that a vendor supplying a service or product to IMS, which service or product is used by IMS to provide the Insurance Administration Services to Customer, increases its rates charged to IMS, or there is an increase in a statutory, regulatory or judicial cost, IMS may increase the Service Fee and Miscellaneous Fees set forth herein by no more than the amount of such increased costs and will provide Customer with documentation verifying the increase. B. Customer shall not be required to pay for any third-party products used by IMS in delivering its Insurance Administration Services as specified in EXHIBITS I AND II, unless the terms of Article VI.G apply. Customer shall pay for services including but not limited to third party information service fees and data communication line charges, for which Customer shall pay directly. C. Customer shall reimburse IMS for actual travel, living and out-of-pocket expenses incurred by IMS personnel, provided such expenses are approved in writing by Customer. Customer shall not pay IMS for IMS' travel time. D. Customer agrees to pay any and all tariffs and taxes that are now or may become applicable to the Insurance Administration Services rendered hereunder, including, but not limited to, sales, use, and personal property taxes, or any other form of tax based on Insurance Administration Services performed, equipment used by IMS solely for Customer, and the communicating of storage of data used by IMS solely for Customer, but excluding taxes on the net income of IMS. E. Subject to the terms of this Agreement, all fees and expenses to be payable by Customer to IMS or any third party (such as sub-contractors IMS may hire on behalf of or at the direction of Customer) under this Agreement shall be paid within thirty (30) calendar days after Customer's receipt of IMS' monthly statement for the Insurance Administration Services, miscellaneous services or third-party services provided to Customer under this Agreement. IMS will calculate fees owed to IMS by Customer and will send a statement to Customer within two (2) weeks of the last day of the month for which fees are owed. If Customer disputes any amount listed on a monthly statement, then Customer shall timely pay any undisputed amount and the parties will exercise best efforts to resolve any issue as to a disputed amount within five (5) Business Days of Customer's receipt of the monthly statement. Customer's failure to pay all fees and expenses when due shall be considered a material breach of this Agreement. IMS shall notify Customer of any such breach within thirty (30) days of the breach. 6 7 F. Prior to any renewal of this Agreement, IMS may modify SCHEDULE B in its discretion to reflect any increase in the cost of providing the Insurance Administration Services (including, but not limited to statutory, regulatory, or judicial changes that require IMS to incur additional costs or expenses in performing the Insurance Administration Services) or to remain competitive with the rates currently being charged within the industry for like services. Any modification of SCHEDULE B shall be proposed to Customer at least eight (8) months prior to the expiration of the term of this Agreement. G. If costs arise during the term of this Agreement that were not anticipated by the parties at the time this Agreement was executed, then payment of such costs will be resolved as follows: (a) if the work or reason giving rise to the unanticipated cost is only for Customer's benefit, then Customer will pay such costs, or (b) IMS will pay such costs. Such resolution for unanticipated costs or costs or fees in dispute will be by mutual agreement between IMS and Customer. Any such unresolved dispute will be subject to the terms of Article XII. H. Customer shall ensure that within any monthly billing period, a minimum of ninety percent (90%) of all new business that is processed by IMS materially conforming to the description of services provided in Exhibit I, C of this Agreement, for the Authorized Line of Business and Authorized State, is processed using the electronic access and without the manual data entry by IMS. If in any given monthly billing period, more than ten percent (10%) of new business for the Authorized Line of Business and Authorized State is not processed by IMS via the internet access and requires the manual data entry by IMS, then Customer shall retroactively pay IMS on a time and material basis (as specified in SCHEDULE B, Section V of this Agreement) for the manual processing of any new business that is in excess of the ten percent (10%) level. 7 8 ARTICLE VII. LICENSE, TRADE SECRET AND PROPRIETARY RIGHTS A. IMS from time to time may use its own proprietary computer software products and account servicing methods and procedures ("Proprietary System"), which are identified, described or referenced in Exhibits I and II hereto, but specifically excluding Customer Exclusive Code, as defined below, in the performance of the Insurance Administration Services. During any term of this Agreement, IMS grants a personal, non-transferable, non-assignable, non-exclusive license with the restrictions set forth below to Customer and its appointed insurance sales agents, representatives, or distribution partners to use portions of the Proprietary System as necessary for IMS to perform the Insurance Administration Services to be performed by IMS under this Agreement. B. Any modifications or enhancements to the object code of the Proprietary System that IMS specifically designs and develops for Customer pursuant to this Agreement and/or Exhibits I and II of this Agreement and during any term of the Agreement ("IMS/Customer Exclusive Modification") (as may be documented within the Systems Development Life Cycle) which are mutually agreed by IMS and Customer to be special modifications and enhancements for this Customer alone, will be specifically marked with the legend "IMS/Customer Exclusive Modification" and shall constitute the sole and exclusive property of Customer. IMS and Customer agree that the parties shall act in a commercially reasonable manner in determining whether any modification or enhancement to the Proprietary System is "proprietary" or "exclusive" to Customer and thus shall be marked as an "IMS/Customer Exclusive Modification". Notwithstanding the foregoing, it is hereby agreed by the parties that Flex Billing(R), Equity Specific Billing Forms, Reporting Hierarchy, Instant Rater, Point of Sale Interface, and Web Rater Interface, are IMS/Customer Exclusive Modifications. Further, no provision within this Agreement shall be interpreted as prohibiting IMS from selling or licensing its Proprietary System or modifications and enhancements to the Proprietary System (object code not specifically designed or developed for Customer pursuant to the terms of this Agreement and not specifically marked "IMS/Customer Exclusive Modification") to any other customer or prospective customer of IMS. IMS agrees that it will not sell to, or use in full or in part on behalf of, any other customer of IMS, an IMS/Customer Exclusive Modification. C. Other than the limited rights to use the Proprietary System, in Article VII, this Agreement grants to Customer no right to possess or reproduce, the Proprietary System or its specifications in any tangible or intangible medium. Customer may not mortgage, hypothecate, sell, assign, pledge, lease, transfer, license, sublicense, reverse engineer, modify, make derivative works of, or obtain any other interest in the Proprietary System, nor allow any person, firm, entity or corporation to transmit, copy, reproduce, download, reverse engineer, modify, make derivative works of, or obtain any other interest in the Proprietary System or its specifications in whole or in part. Customer shall not permit third parties to benefit from the use or functionality of the Proprietary system via time-sharing, service bureau, facilities management, or other similar arrangement. In the event Customer shall come into possession of any source or object code associated with the Proprietary System, Customer shall immediately notify IMS and return the source or object code associated with Proprietary System in its possession and all copies of any kind thereof to IMS. Customer acknowledges that the IMS/Customer Exclusive Modification is designed to work with the Proprietary System and that the IMS/Customer Exclusive Modifications are not functional apart from the Proprietary System, and that the Customer has no rights in the Proprietary System except for the specific license granted in this Article VII. D. Customer covenants and agrees not to disclose or otherwise make the Proprietary System available to any person other than employees, distribution partners, insurance sales agents or representatives of the Customer required to have access or use of the Proprietary System to facilitate IMS' or Customer's performance under this Agreement. Customer agrees to obligate each such employee, appointed insurance sales agent, distribution partner or representative to a level of care sufficient to protect the Proprietary System from unauthorized disclosure or reverse engineering. E. Upon termination of this Agreement, IMS shall be prohibited from possessing or reproducing, downloading, reverse engineering, or obtaining any other interest in the IMS/IAIEC. Further, upon termination of this Agreement, IMS shall have no right to possess or reproduce, the IMS/IAIEC or its specifications in any tangible or intangible medium. During and after the termination of this Agreement, except as to Customer, IMS may not mortgage, hypothecate, sell, assign, pledge, lease, transfer, license, sublicense, reverse engineer, modify, make derivative works of, or obtain any other interest in a IMS/IAIEC, nor allow any person, firm, entity or corporation to transmit, copy, reproduce, download, reverse engineer, modify, make derivative works of, or obtain any other interest in a IMS/IAIEC or its specifications in whole or in part. IMS shall not permit third parties to benefit from the use or functionality of a IMS/IAIEC via time-sharing, service bureau, facilities management, or other similar arrangement. After the termination of this Agreement, in the event IMS shall come into possession of any source or object code associated with a IMS/IAIEC, IMS shall immediately notify Customer and return the source or object code associated with IMS/IAIEC in its possession and all copies of any kind thereof to Customer. F. IMS covenants and agrees not to disclose or otherwise make a IMS/IAIEC available to any person other than employees, distribution partners, agents or representatives of IMS required to have access or use of a IMS/IAIEC to facilitate IMS' or Customer's performance under this Agreement. IMS agrees to obligate each such employee, agent, distribution partner or representative to a level of care sufficient to protect a IMS/IAIEC from unauthorized disclosure or reverse engineering. G. IMS will notify Customer in writing at least five (5) days prior to the implementation of any and all modifications IMS proposes to make to the IMS Proprietary System that may affect Customer's business and IMS's performance of IMS duties and services under this Agreement. H. Any global changes or enhancements made by IMS to the Proprietary System will be used by IMS in connection with providing the Insurance Administration Services hereunder. I. The obligations of the parties under this Article shall continue and remain in effect after this Agreement is terminated for any reason. 8 9 ARTICLE VIII. TERMINATION A. Either party may terminate this Agreement at the end of the Minimum Operating Term, provided the terminating party gives the other party at least six (6) months prior written notice of such termination. B. This Agreement shall also terminate: a) at the election of the Customer, upon written notice to IMS, if IMS becomes insolvent, if it makes an assignment for the benefit of its creditors, if a petition for relief under the Bankruptcy Act is filed by or against it and it is not dismissed within thirty (30) days of being filed, or if a trustee, receiver or other custodian of its assets is appointed; b) at the election of IMS, upon written notice to Customer, if Customer becomes insolvent, if it makes an assignment for the benefit of its creditors, if a petition for relief under the Bankruptcy Act is filed by or against it and it is not dismissed within thirty (30) days of being filed, or if a trustee, receiver or other custodian of its assets is appointed; including, but not limited to, any proceeding pursuant to any state or federal action governing insurer insolvency. c) at the election of the Customer, if IMS materially breaches any provision of this Agreement and fails to cure such breach within sixty (60) days after written notice thereof is given to IMS by the Customer; d) at the election of Customer, if IMS materially breaches any provision of this Agreement (except the provisions of SCHEDULE D), with or without curing the breach, more than ten (10) times in any three (3) month period. 9 10 e) at the election of IMS, if Customer materially breaches any provision of this Agreement and fails to cure such breach within sixty (60) days after written notice thereof is given to Customer by IMS (except for Customer's failure to pay any and all fees and expenses due under Article VI of this Agreement, in which case Customer must cure such breach within thirty (30) days after written notice thereof is given to Customer by IMS); f) at the election of the Customer, upon written notice to IMS, in the event of a Change of Control of IMS, unless (i) IMS has provided Customer not less than sixty (60) days advance written notice of the proposed Change of Control and g) at the election of IMS, upon written notice to Customer, in the event of a Change of Control of Customer unless (i) Customer has provided IMS not less than sixty (60) days advance written notice of the proposed Change of Control. C. The initiation under this Agreement of any dispute resolution procedure shall not prevent a party from terminating this Agreement in accordance with this Article VIII. D. On expiration or termination of this Agreement, IMS shall return to Customer all of Customer's information including its policy forms, manuals, instructional memos, procedural memos, reports, and any and all other customer information requested either in electronic or hard copy form, in IMS' possession and delete any electronic copies thereof related to the Insurance Administration Services provided by IMS during the term of this Agreement; Customer shall do the same and cause Customer's agents to do the same relative to IMS' information. Customer shall pay IMS (in accordance with Schedule B then in effect) any and all Service Fees, Miscellaneous Fees and third party fees due IMS for Insurance Administration Services performed prior to the termination date of this Agreement. IMS and Customer shall cooperate in any transition period during the wind-up of Insurance Administration Services provided Customer under this Agreement. If Customer requires assistance in converting Customer's data to a new format, or requires assistance from IMS relative to Customer's transition to an alternative processing arrangement, then IMS shall provide such services at the then current rates charged by IMS for the services specified in Section V. 1 of Schedule B. (except in the case where IMS is finally adjudicated by a court or Arbitration Board as being in material breach of this Agreement (and such breach is not timely cured) and Customer terminates this Agreement for such material breach, then IMS will provide such data conversion services at IMS' sole expense). This provision shall survive any termination of this Agreement. ARTICLE IX. WARRANTIES AND COVENANTS IMS covenants that: (a) all Insurance Administration Services shall materially conform to the descriptions set forth in EXHIBITS I AND II of this Agreement; (b) all Insurance Administration Services shall be performed in a good and workmanlike manner; and (c) IMS will comply in all material respects with the law of the state or states covered by this Agreement and with the rules and regulations of all regulatory authorities having jurisdiction over IMS' activities, and shall, whenever necessary, maintain at its own expense all required licenses to transact business in such states. IMS warrants to Customer that (a) IMS owns or otherwise has the right to use the Proprietary System used to perform the Insurance Administration Services, and the rights to such Proprietary System granted hereunder will not knowingly infringe upon a third party's copyright or patent rights; (b) IMS is duly authorized to transact the business of servicing insurance companies; and (c) the express warranties provided here and elsewhere in this Agreement are IMS' only warranties and no other warranty, express or implied, including any warranty of merchantability, fitness or fitness for a particular purpose, will apply to the provision of Insurance Administration Services under this Agreement. 10 11 ARTICLE X. LIABILITY, LIMIT OF LIABILITY, INDEMNITIES AND REMEDIES A. The parties shall assume the following obligations and liabilities as specified below and subject to the limitations on liability set forth in Paragraph B below: (a) IMS shall indemnify, defend and hold harmless Customer, its officers, directors, employees and controlling persons from any liability, cost, loss, fine, penalty, claim, demand, damage or expense, including reasonable attorneys' fees, incurred solely and directly as a result of any material breach of IMS' obligations under this Agreement or the material breach of any representation or warranty made by IMS to Customer pursuant hereto; (b) Customer shall indemnify, defend and hold harmless IMS, its officers, directors, employees and controlling persons from any liability, cost, loss, fine, penalty, claim, demand, damage or expense, including reasonable attorney's fees, incurred solely and directly as a result of any material breach of Customer's obligations under this Agreement or the material breach of any representation or warranty made by Customer to IMS pursuant hereto. (c) Customer agrees to, and shall cause its affiliates, subsidiaries, agents and fronting companies, jointly and severally, to indemnify, defend and hold harmless IMS, its officers, directors, employees, agents, representatives, and controlled and controlling persons (collectively "IMS") from and against any and all liabilities, losses, damages, demands, claims, suits, actions, causes of action, proceedings, assessments, judgments, awards, penalties, settlements, fees, costs and/or expenses of any kind or nature whatsoever asserted against, resulting to, imposed upon or incurred by IMS or any of IMS' Affiliates, directly or indirectly, by reason of, arising out of, relating to or resulting from any agreement, obligation or relationship, contractual or otherwise, that Customer has or ever had with Inspire Insurance Solutions, or any of its affiliates or subsidiaries. B. Except for: (i) Service Fee and other amounts owed to IMS by Customer in consideration of IMS providing the Insurance Administration Services, miscellaneous services or third party services hereunder; (ii) acts of fraud, or willful misconduct; (iii) penalties payable by IMS under Article XIII of this Agreement, and (iv) violations of Article VII of this Agreement, each party's maximum liability ("Maximum Liability") to the other party for any cause whatsoever, during any one calendar year (including, but not limited to, amounts payable to either party by the other for regulatory fines, settlements and penalties) shall be limited to direct damages incurred by that party. In no event shall IMS' or Customer's liability for breach of this Agreement or any of its provisions exceed the amount of compensation paid by Customer under Schedule B of this Agreement for the three months immediately preceding the breach. Neither party shall be liable for any lost profits, business goodwill, or other consequential, punitive, special or incidental damages incurred by the other. C. If data is processed in error due to an error or defect in the Insurance Administration Services provided by IMS, then upon IMS receiving notice of such error or defect, IMS shall reprocess such data without charge to Customer and will assume resulting liability therefrom subject to the provision of Article X, paragraph B. D. In the event of any IMS Proprietary System error or omission which materially affects IMS' ability to perform the Insurance Administration Services under this Agreement, IMS will correct same at no cost to Customer. E. All parties agree to promptly give the others notice upon being notified or becoming aware of any and all allegations or claims, which could give rise to a claim under this Article. 11 12 F. Notwithstanding any other provision of this Agreement, Customer shall be liable to IMS for all damages resulting from a breach of Customer's obligations under Article VII.C. ARTICLE XI. GENERAL AGREEMENTS A. This Agreement and all matters arising hereunder shall be governed by and determined in accordance with the laws of the State of Texas without giving effect to any choice of law provisions, except for matters arising out of or pertaining to IMS' proprietary software systems, which shall be governed by and determined in accordance with the laws of the State of Florida. B. The parties shall not be liable or deemed to be in default hereunder for any delay or failure in performance under this Agreement or interruption of the Insurance Administration Services resulting, directly or indirectly, from acts of God (including but not limited to weather catastrophes such as floods, hurricanes, tornadoes, windstorms, ice storms, blizzards and hail storms), civil or military authority, labor disputes, shortages of suitable parts, materials, labor or transportation or any similar cause beyond the reasonable control of the parties. IMS acknowledges that it has a detailed emergency recovery plan for interruption of the Insurance Administration Services and has contracted with an emergency "Hot Site". IMS shall follow its recovery plan, which provides recovery priority to "Production Customers" and is designed to re-establish the Insurance Administration Services following a disaster causing an interruption thereof. IMS acknowledges that Customer is a Production Customer. Customer acknowledges that the Hot Site is only a temporary bridge and that there may be a diminution in the performance levels of the Insurance Administration Services (but IMS will make a good faith effort, under the circumstances, to meet IMS' goal of re-establishing, at a minimum, quoting, rating and policy issuance services for Production Customers within 72 hours of a disaster) until the main data center capabilities are re-established. IMS will maintain and update its recovery plan and will conduct annual testing of its recovery plan. IMS will provide the results of such annual testing to Customer within ten (10) days of receipt of such results. C. Customer and IMS agree that, during the term of this Agreement and for a period of six (6) months following the termination of this Agreement, neither party will directly or indirectly induce any employee of the other to terminate his or her employment with the other party, nor will either party, without prior written consent of the other, offer employment to any employee of the other party or to former employees of the other party during the six (6) month period immediately following such employee's termination. This Paragraph C. shall survive termination of this Agreement. The provisions of this paragraph apply to each party's respective subsidiaries, agents, affiliates and other related entities. D. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein shall be given in writing by hand delivery, by overnight carrier, by registered or certified mail or by facsimile transmission and shall be addressed as follows: As to Customer: Instant Insurance Holdings, Inc. 8113 Ridgepoint Drive, Suite 214 Irving, Texas 75063 Fax Number: 214-496-3633 Attention: President As to IMS: Insurance Management Solutions, Inc. 360 Central Avenue, 16th Floor St. Petersburg, FL 33701 Fax Number: (727) 823-6518 Attention: President 12 13 Notices sent by hand delivery shall be deemed effective on the date of actual hand delivery. Notices sent by overnight carrier shall be deemed effective on the next Business Day after being placed into the hands of the overnight carrier. Notices sent by registered or certified mail shall be deemed effective on the fifth Business Day after being deposited into the post office. Notices sent by facsimile transmission shall be deemed to be effective on the day when sent if sent prior to 4:30 p.m. (the time being determined by the time zone of the recipient), otherwise they shall be deemed effective on the next Business Day. E. This Agreement, and the exhibits, schedules and addenda attached hereto, supercedes all of the prior oral and/or previously written agreements, representations, and arrangements between the parties hereto. There are no representations or warranties other than those set forth herein. No change or modification of this Agreement, including the exhibits, schedules and addenda hereto, shall be valid unless the same shall be in writing and signed by all of the parties hereto. All schedules, addendum of any kind, or attachments to this Agreement shall be made a part of this Agreement and shall be subject to all terms and conditions of this Agreement. Articles V (B), VII, XI (C) shall survive any termination of this Agreement. F. Words of a gender used in this Agreement shall be held to include any other gender, the words in a singular number held to include the plural, when the sentence so requires. Article headings are intended for purposes of description only and shall not be used for purposes of interpretation of this Agreement. G. Should any part of this Agreement for any reason be declared invalid, such decision shall not effect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if the Agreement had been executed with the invalid portion thereof eliminated. It is, therefore, declared the intention of the parties hereto that each of them will have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared void. H. If either party should bring a Court action alleging breach of this Agreement or seeking to enforce, rescind, renounce, declare, void or terminate this Agreement or any provisions thereof, the prevailing party shall be entitled to recover all of its legal expenses, including reasonable attorneys' fees and costs (including legal expenses for any appeals taken), and to have the same awarded as part of the judgment in the proceeding in which such legal expenses and attorneys' fees were incurred. I. Neither IMS nor Customer shall assign this Agreement or any of its rights hereunder without the prior written consent of the non-assigning party. J. The parties agree not to disclose the terms and conditions of this Agreement to any third party, except (i) as required in the normal conduct of Customer's business, or (ii) as required by law or regulation including, without limitation, any Federal securities law, or regulation. K. Neither Customer nor IMS will make or cause to be made any announcement or communication ("Press Release") regarding Customer's transition from doing business with INSpire Insurance Solutions, Inc. ("INSpire") to doing business with IMS, or regarding that Customer has ceased doing business with INSpire. The terms of this Article XI, paragraph K shall not prohibit either party from issuing a mutually agreed upon Press Release regarding any initiatives undertaken between Customer and IMS or any development in the business relationship between Customer and IMS which occur or are planned to occur after the Effective Date of this Agreement. ARTICLE XII. DISPUTE RESOLUTION PROCEDURES A. The parties will attempt in good faith to promptly resolve any dispute arising under this Agreement by negotiations between senior management ("Senior Management") of the parties. Senior Management of each party will meet within ten (10) calendar days of notice ("Notice of Dispute") by a party of the existence of a dispute, at a mutually agreed time and place, to resolve the 13 14 dispute. Notwithstanding any provisions in this Agreement pertaining to IMS' rights to cure any service standard deficiencies or Customer's rights pursuant to Schedule B.VI, Senior Management, who shall have the authority to settle the dispute, shall prepare and exchange memoranda stating the issues in the material dispute and their positions. If the material dispute is not resolved to the mutual satisfaction of the parties within seven (7) calendar days of the meeting of Senior Management, then the parties may attempt to resolve the controversy using mediation. B. If the matter has not been resolved pursuant to the aforesaid mediation procedure within thirty (30) calendar days of the issuance of a party of a Notice of Dispute, or if either party will not participate in mediation, then either party may initiate arbitration upon fifteen (15) calendar days written notice to the other party. Notwithstanding the foregoing, all deadlines specified above may be extended upon mutual written agreement of the parties. C. Except for the right of either party to apply to a court of competent jurisdiction for review of the award of arbitration, for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, or disputes relating to breach of the confidentiality, non-disclosure or trade secret provisions of this Agreement, all claims, disputes, controversies and other matters relating to breach of this Agreement, and which cannot be resolved by the parties shall be settled by arbitration in accordance with this Agreement. D. Notice requesting arbitration ("Arbitration Notice"), or any other notice made in connection therewith, shall be made in writing by one party and sent by certified mail, return receipt requested, to the other party. The Arbitration Notice shall state in particular all issues to be resolved in the view of the complaining party, shall appoint the arbitrator selected by the complaining party and shall set a tentative date for the hearing, which date shall be no sooner than forty-five (45) calendar days and no later than ninety (90) calendar days from the date that the Arbitration Notice is mailed. Within twenty (20) calendar days of receipt of the complaining party's Arbitration Notice, the respondent shall notify the complaining party of the location for conducting arbitration and the name of its appointed arbitrator. When the two arbitrators have been appointed, they shall agree on a third independent arbitrator and shall appoint such person by written notice to the parties signed by both arbitrators within thirty (30) calendar days from the date of the appointment of the second arbitrator. If the two arbitrators fail to agree upon the appointment of an independent arbitrator at the end of thirty (30) calendar days following the appointment of the second arbitrator, then the independent arbitrator shall be appointed by the American Arbitration Association ("AAA"), or its successor, in accordance with its then prevailing commercial arbitration rules then in effect. The three (3) arbitrators shall constitute the Arbitration Board ("Board"). E. The members of the Board shall be active or retired (i) lawyers or professionals familiar with insurance and/or (ii) active or former officers or management employees of insurance and/or data processing firms and/or software development companies. The person selected by the two respective arbitrators appointed by the parties shall be the umpire or chief arbitrator and must be a licensed attorney. F. Arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association ("AAA") then in effect except as modified herein. G. The parties agree that all then current employees of each with material relevant information will be voluntarily produced, at the employer's expense, for all proper discovery and arbitration hearings. H. The cost of the arbitration relative to the arbitrators and the AAA ("Costs") shall be borne equally pending the arbitrators' award. Each party shall bear its own expenses for attorneys' fees. The prevailing party in any arbitration proceeding hereunder shall be entitled, in addition to such other relief as may be granted, to recover the portion of the Costs incurred by that party in connection with arbitration under the Agreement prior to the award. 14 15 I. The parties agree that the arbitrators shall be required to render their decision in writing within thirty (30) calendar days of the conclusion of the arbitration proceedings, unless such time shall be extended by mutual written agreement of the parties. J. With respect to any matter brought before the Board, the Board shall make a decision having regard to the intentions of the parties, the terms of this Agreement, and custom and usage of the insurance and data processing industry. Such decisions shall be in writing and shall state the findings of fact and conclusions of law upon which the decision is based, provided that such decision may not (i) award consequential, punitive, special, incidental or exemplary damages, or (ii) include a suspension of this Agreement or any provisions hereof. The decision shall be based exclusively upon the evidence presented by the parties at a hearing in which evidence shall be allowed. Said decisions may be reviewable and vacated, modified or corrected, in whole or in part, by appropriate courts of competent jurisdiction for clear abuses of discretion or errors at law by the Board. If the decision is not vacated, modified, or corrected in whole or in part upon an appeal, such decision shall be final and binding upon all parties to the proceeding and may be entered by either party in any court having competent jurisdiction. ARTICLE XIII. ADDITIONAL AUTHORIZED STATES, AUTHORIZED LINES OF BUSINESS, AND SYSTEM ENHANCEMENT PROJECTS A. If Customer requests that IMS initiate a project (related to the Insurance Administration Services) that will require IMS to materially deviate its systems from the system functionality currently in use by IMS ("System Enhancement Project"), IMS will provide Customer, on a timely basis, with an estimate of the time and costs required to complete such System Enhancement Project along with a detailed description and project plan of the change(s) requested as defined in Appendix B. Such estimate of time and cost will be subject to review and approval by Customer. IMS will not initiate the requested project until there is mutual agreement between Customer and IMS as to the estimated completion date, cost required and project plan. Upon written agreement between Customer and IMS regarding the detailed description of the project, the project plan and the estimated completion date ("Project Completion Date") of the System Enhancement Project, IMS will begin work on the project. B. In the event that a non-conformity exists after implementation of a modification or enhancement, IMS will allocate not less than fifteen percent of the total hours expended to correct the non-conformity at no cost to Customer. Customer will pay IMS for all additional work performed by IMS, in excess of the fifteen percent of the total hours expended to correct the non-conformity, at the applicable current rates in Section V.2. of Schedule B. IN WITNESS WHEREOF, the parties hereto by their respective duly authorized representatives have executed this Agreement to be effective as of the 30th day of June, 2000. "IMS": "Customer": INSURANCE MANAGEMENT SOLUTIONS, INC. INSTANT INSURANCE HOLDINGS, INC. By: /s/ Chris Breakiron By: /s/ B. G. Porter -------------------------------- ------------------------------ Chris Breakiron B. G. Porter As its: CFO As its: President/CEO ---------------------------- -------------------------- Date: 7/3/00 Date: 6/30/00 ------------------------------ ---------------------------- 15 16 SCHEDULE A AUTHORIZED STATES AND INSURANCE PROGRAM IMS shall provide Insurance Administration Services as described in EXHIBITS I AND II for the following authorized line(s) of business ("Authorized Line of Business") in the following authorized state(s) ("Authorized States") for the following authorized companies ("Authorized Companies"): 1. AUTHORIZED LINE OF BUSINESS: PERSONAL AUTOMOBILE 2. AUTHORIZED STATES: THE UNITED STATES 3. AUTHORIZED COMPANIES: INSTANT AUTO INSURANCE COMPANY 4. IMS SERVICES CENTERS: IMS shall provide the Insurance Administration Services defined above primarily at IMS' St. Petersburg/Tampa, Florida Service Center location or, for data processing services only, at IMS' Bozeman, Montana Service Center, or with Customer's prior written approval, which shall not be unreasonably withheld, at another comparable IMS Service Center. The addition of any line of business, state or company not currently named in this Schedule A will require written agreement between Customer and IMS specifying the additional services to be provided by IMS and the corresponding Service Fees to be paid by Customer. 1 17 SCHEDULE B FEE SCHEDULE SECTION I IMPLEMENTATION SERVICE CHARGES A. Initial Implementation Customer shall pay IMS an "Implementation Charge" equal to $___*___ in consideration of IMS implementing the Insurance Administration Services to be performed under this Agreement for the first five states (Colorado, Texas, Arizona, New Mexico and Indiana). All data center charges associated with implementing the base system are included in the Implementation Charge. Customer will pay this Implementation Charge as follows: o $___*___ due upon execution of the Agreement o $___*___ balance due after the first month of live production. B. Additional State Implementation After the first five states are implemented, Customer shall provide a minimum of six months prior written notice of its intended Rollout Plan for any given year. The implementation fee for each additional state will be $___*___, assuming the new state has materially similar and like function to the states previously implemented. Once business requirements are agreed to by Customer based on the Systems Development Life Cycle contained in Appendix B, IMS will complete the new state implementation within sixty days. New state requirements that do not have materially similar and like function, will be collaboratively defined. For states that have not been previously implemented with materially similar or like function, the cost to implement will be estimated and the time frame required to implement that state will be mutually agreed upon by Customer and IMS pursuant to Article XIII. prior to starting the implementation process. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 1 18 C. System Development Estimates In addition to the Implementation Charge and state implementation fees delineated above, IMS will bill Customer monthly on a time and materials basis for the development work associated with the items in the following table. The total billed for each individual item will not exceed the Estimated Time and Materials total. Customer may withhold payment of an amount equal to ___*___ of the fees set out below until completion of the items listed below. Upon satisfactory completion by IMS of the items listed below, Customer shall tender to IMS the amount withheld pursuant to this paragraph within thirty (30) days of written notice from IMS of completion and written acceptance of such completion by Customer.
------------------------------------------------------- ------------------------------------ TASK ESTIMATED TIME AND MATERIALS TOTAL ------------------------------------------------------- ------------------------------------ Instant Rater** $___*___ ------------------------------------------------------- ------------------------------------ Data Warehouse Mapping Assistance** $___*___ ------------------------------------------------------- ------------------------------------ Flex Billing(R) development $___*___ ------------------------------------------------------- ------------------------------------ Non-Ace Distribution Partner Fee's $___*___ ------------------------------------------------------- ------------------------------------ Interface to Choicepoint Allowing Motor Vehicle ___*___ Record (MVR), Claim Loss Underwriting Experience (CLUE) and Credit Score Reporting ------------------------------------------------------- ------------------------------------ Reporting Based on Customer's Additional (Customized) $___*___ Levels of Market, Distribution Type, and Distribution Location ------------------------------------------------------- ------------------------------------ Tiered Rating** $___*___ ------------------------------------------------------- ------------------------------------ TOTAL IMPLEMENTATION FEE $___*___ ------------------------------------------------------- ------------------------------------
**Subject to revision, until the business requirements for this project are completed and approved by Customer. D. Upon execution of this Agreement, the fees billed to Customer pursuant to the Letter of Under-standing between the parties dated January 11, 2000, shall be subtracted from the Total Implementation Fee described in Section I,C. of Schedule B above. SECTION II DEFINITIONS The following words will have the following meanings: 1. "Adjusted Net Direct Written Premium" ("NDWP") shall equal the gross amount of direct written premium (including increases thereto resulting from endorsements and premium audits) processed by IMS for the Authorized Line of Business, in a month, less the amount of reductions due to cancellations, endorsements and premium audits in such month for such Authorized Line of Business. 2. "Total NDWP" will mean the sum total of Customer's monthly NDWP for the Authorized Line of Business, for the current month and prior eleven (11) months. 3. "Charge Size" will mean the appropriate vertical column in the Policy Administration Service Fee Schedule, for each Authorized Line of Business, to be determined by the Customer's Total NDWP for that particular Authorized Line of Business. 4. "Charge Factor" will mean the appropriate percentage of premium to be paid to IMS, for Insurance Administration Services rendered for a particular Authorized Line of Business, based upon the Charge Size and the Monthly Average Policy Premium for that particular Authorized Line of Business. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 2 19 5. "Monthly Average Policy Premium" will mean the appropriate horizontal row in the Policy Administration Service Fee Schedule below, for the Authorized Line of Business, to be determined by dividing the sum of the NDWP processed by IMS in a given month for the Authorized Line of Business by the number of new and renewal policies processed in such month for the Authorized Line of Business. SECTION III POLICY ADMINISTRATION - SERVICE FEE SCHEDULE Customer shall pay IMS a monthly servicing fee ("Service Fee"), for all Insurance Administration Services rendered by IMS pursuant to this Agreement. The Service Fees will be calculated as follows: 1. The appropriate Charge Size for the Authorized Line of Business, for each month will be identified. 2. The Monthly Average Policy Premium will be calculated and the corresponding Charge Factor in the Charge Size Column, for the Authorized Line of Business, will be identified. 3. Each Service Fee, for the Authorized Line of Business, will equal the sum of the products resulting from multiplying the Charge Factor in the Policy Administration Service Fee Schedule (at the intersection of the Monthly Average Policy Premium row and the Charge Size column) times the NDWP processed by IMS for the month for the Authorized Line of Business. 4. Charge Factor Table
- ------------------------------------------------------------------------------------------------------------- PERSONAL AUTOMOBILE POLICY ADMINISTRATION SERVICE FEE SCHEDULE - ----------------------------------------------------------------------------------------------------------- Charge Size (Based on Total NDWP) - ---------- ------------------ ----------------- ------------------- -------------------- ------------------ Monthly Average ___*___ ___*___ ___*___ ___*___ ___*___ Policy ___*___ ___*___ ___*___ ___*___ ___*___ Premium ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- -------------------
Any reduction in the applicable Charge Factor, resulting from the attainment of a certain level of Total NDWP production level as specified above, shall only be applicable to business processed by IMS after Customers' Total NDWP production reaches that certain specified level. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 3 20 Upon IMS' compliance with implementation and development duties and responsibilities hereunder, IMS will require Customer to achieve a minimum NDWP of $___*___ to be processed on IMS' system within the first twelve calendar months following implementation. If Customer does not achieve this minimum, Customer will pay IMS, in addition to the actual service fee, the difference between the service fee on $___*___ and the actual service fee paid. SECTION IV HYPOTHETICAL MONTHLY SERVICE FEE For illustrative purposes only, if in a given month, Customer writes $___*___ in NDWP and has a Total NDWP of $___*___ with an Average Policy Premium of $___*___. The charge factor of ___*___ would apply and the service fee for that month would be $___*___ x ___*___ or $___*___. SECTION V MISCELLANEOUS FEES Those fees not otherwise billed under this Agreement will be billed as follows: 1. System modifications, enhancements, interfaces to Customer or other third-parties systems will be performed on a time and materials basis @ $___*___ per person, per hour, subject to an annual adjustment based on Article VI.A of this Agreement. 2. Data Conversion from existing Customer system to IMS system, or from IMS system to an alternative processing arrangement, will be performed on a time and materials basis at the rate of $___*___ per person, per hour, subject to an annual adjustment based on Article VI.A of this Agreement. 3. Third-party information services used to provide the Insurance Administration Services will be a pass-through expense to Customer. 4. Data communication line charges (used by IMS solely for Customer) will be a pass through expense to Customer. 5. Credit card processing fees will be a pass through expense to Customer. 6. IMS will provide data entry services, pursuant to Article VI.H of this Agreement, at IMS's servicing office at the time and materials rate of $___*___ per person, per hour, subject to annual adjustment based on Article VI.A of this Agreement. 7. The cost for Customer's existing or future output envelopes that differ from the standard output envelopes used by IMS, will be paid directly by Customer. 8. During the initial implementation phase, IMS will provide three days of training at Customer's office free of charge using the "train the trainer" approach. After the initial implementation, training and education for sales agents will be provided at a rate of $___*___ per day plus reasonable travel and living expenses. 9. Actual travel, and out of pocket living expenses incurred by IMS during the Implementation Period shall be paid in accordance with the terms of Article VI.C. SECTION VI OPTION FOR CUSTOMER TO TAKE CUSTOMER SERVICE IN-HOUSE IMS shall perform the Customer Service functions described in Exhibit I, Section E and Customer shall pay IMS for those services pursuant to the terms of Schedule B. IMS and Customer shall jointly create audit criterion and performance standards ("Criterion") for measuring IMS' Customer Service performance. Customer may conduct monthly audits to determine whether IMS' performance meets the established Criterion. In the event IMS' Customer Service performance does not meet the Criterion, Customer may perform the Customer Service functions described in Exhibit I, Section E at Customer's expense. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 4 21 Customer must give IMS thirty (30) business days notice of its intent to perform the Customer Service functions and at the end of that thirty (30) day period ("transition period"), the Policy Administration Service Fees in Schedule B, Section III will be replaced with the Service Fees described in the table below and IMS will no longer provide the services identified in Exhibit I, Section E.
- ------------------------------------------------------------------------------------------------------------------- PERSONAL AUTOMOBILE - ------------------------------------------------------------------------------------------------------------------- POLICY ADMINISTRATION SERVICE FEE SCHEDULE - ------------------------------------------------------------------------------------------------------------------- (EXCLUDING CUSTOMER SERVICE) - ------------------------------------------------------------------------------------------------------------------- Charge Size (Based on Total NDWP) - ---------- ------------------ ----------------- ------------------- -------------------- -------------------- Monthly Average ___*___ ___*___ ___*___ ___*___ ___*___ Policy ___*___ ___*___ ___*___ ___*___ ___*___ Premium ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- ------------------- $___*___ ___*___ ___*___ ___*___ ___*___ ___*___ - ---------- ------------------ ----------------- ------------------- ------------------- -------------------
Customer will pay IMS for any work performed during the transition period at the then current rates set forth in Section V.2. of Schedule B. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 5 22 SECTION VII CLAIM ADMINISTRATION SERVICES FEES 1. IMS will provide Claim Administrative Services described herein and charge Customer based on features. The following is the "flat rate" charge by coverage feature: ---------------------------------------------- ------------ Feature Charge ---------------------------------------------- ------------ Bodily Injury $___*___ ---------------------------------------------- ------------ Personal Injury Protection $___*___ ---------------------------------------------- ------------ Uninsured/Underinsured Motorist Bodily Injury $___*___ ---------------------------------------------- ------------ Property Damage $___*___ ---------------------------------------------- ------------ Collision and Uninsured/Underinsured $___*___ Motorist Property Damage ---------------------------------------------- ------------ Comprehensive $___*___ ---------------------------------------------- ------------ Towing and Labor Only $___*___ ---------------------------------------------- ------------ Rental $___*___ ---------------------------------------------- ------------ Record Only $___*___ ---------------------------------------------- ------------ Medical Payments $___*___ ---------------------------------------------- ------------ Safety Equipment $___*___ ---------------------------------------------- ------------ Deductible Coverage $___*___ ---------------------------------------------- ------------ The fees payable for each feature are payable in three equal payments as follows: initial payment due upon opening the feature, second payment due thirty (30) days after opening feature and third, final payment due within sixty (60) days of opening feature. In the event Customer requests that IMS provide Claim Administration Services for a feature(s) not specified above, Customer and IMS will negotiate IMS' charge for handling the feature. 2. Customer will pay IMS $___*___ per claim file for Claim Administration Services performed on claims where IMS performs an investigation, but is unable to establish a feature in the claim system. 3. Customer will pay IMS the greater of $___*___ or ___*___ of the net salvage (including owner retained) recovery obtained by IMS on Customer's behalf. 4. Customer will pay IMS ___*___ of the net subrogation recovery obtained by IMS on Customer's behalf. 5. Customer will pay IMS $___*___ per claim file referred to the IMS Special Investigation Unit. 6. Customer will pay all claim expenses and costs directly, as pass-through expenses, except the costs of police reports and auto appraisals (excluding total loss evaluations). 7. IMS will pay Customer $___*___ for every appraisal performed by Customer's appraisers at IMS' request where geographically appropriate. 8. Data communication line charges (used by IMS solely for Customer) will be a pass through expense to Customer. 9. IMS will pay Customer $___*___ for every reinspection performed by Customer's reinspectors at IMS' request. 10. IMS will complete Customer's claim detail form ("Claim Detail Form"). Customer will pay IMS $___*___ for every Claim Detail Form completed by IMS on Customer's behalf. 11. Customer will pay IMS $___*___ per person per hour for any additional services requested by Customer and performed by IMS on Customer's behalf. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 6 23 12. In the event the average number of features per claim exceeds 2.1, Customer reserves the right to review / re-negotiate the features charges portion of this Agreement. Additionally, if the number of features closed without payment as a percentage of opened features exceeds ___*___, Customer reserves the right to review / re-negotiate the features charges portion of this Agreement. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 7 24 SCHEDULE C SERVICE STANDARDS AND INCENTIVE/PENALTY SCHEDULE For purposes of this Schedule C, data received by IMS after 6:00 P.M. Eastern Standard Time will be considered "received" on the following business day. I. Policy Administration Service Standards The following Service Standards will be subject to the incentives/penalties contained in Section II and III of this Schedule C. A. A new business policy is considered issued when the declaration page and attachments are generated in the system and mailed out. New business policies will be automatically issued by the policy processing system within two (2) business days of receipt of (1) the electronic record of funds (distribution partner, Automated Clearing House (ACH), or credit card) and, (2) motor vehicle report (MVR), claims loss underwriting experience (CLUE) report, and credit score information from the data services vendor. B. A policy is rewritten if payment is received after the policy lapse. A rewritten policy is a new policy which contains a new policy number and a new effective date. The old policy is cancelled and the new policy is "rewritten". Policy rewrites will be issued automatically by the policy processing system within one (1) business day of receipt of cash beyond the time period acceptable for reinstatement as determined by State statutes. C. A policy will be reinstated when the payment is received within the allowable time frame for reinstatement with no lapse in coverage. Policy reinstatements will be issued automatically by the system within one (1) business day of receipt of cash within the reinstatement guideline 98% of the time. D. 98% of policies canceling for non-payment will be canceled automatically in the nightly cycle. E. IMS will maintain without employing the practice of taking messages, no more than 3% phone call abandonment rate, based on the total number of customer calls received and not answered at or after a 20-second threshold, during agreed upon business hours. F. 85% of customer service calls will be answered by a customer service representative within 20 seconds, during agreed upon business hours. 98% of customer service calls will be answered by a customer service representative within 60 seconds during agreed upon business hours and customer service will use verbiage and material supplied by Customer. G. Minimum System Availability of 98% During Customer's Business Hours as Defined in the Agreement. H. Maintain an Average Systems Workload Less than 80% of System Capacity Central Processing Unit (CPU), Disc Access Storage Device (DASD). 1 25 I. The following monthly management financial reports will be available for distribution by the 4th business day of the month: o Written premium by coverage o Earned premium by coverage o Policy fees o All components of incurred losses and Allocated Loss Adjustment Expenses (ALAE) (paid, case reserves, recoveries) o Claim counts, feature counts and loss data (new claims, outstanding claims, closed claims with and without payment) o A list of in-force policies (with a total count) that includes (I) premium receivable - billed, (ii) premium receivable - not yet billed and (iii) unearned premium. J. 98% of telephone endorsements will be rated simultaneously with the initial oral request of the insured (no callbacks), to include billing information, provided the customer has the complete information to rate at time of contact. If the customer does not have the complete information to rate at the time of contact, IMS will follow up call to the Customer to obtain the information. K. On 98% of policies coming up for system cancel IMS will make one call to the insured within two (2) business days of the anticipated cancellation date to remind them to make the payment (outbound retention calls), and the insured's policy will be documented accordingly. L. On 98% of policies requiring additional underwriting information IMS will make a reminder call to the insured to send in information according to Customer's workflows, but no more than four (4) calls in a sixty (60) day period. II. IMS Incentives If in any month, IMS' performance exceeds all of the above standards described in Part I, of this SCHEDULE C, Customer will pay IMS an incentive equal to ___*___ of the total amount invoiced by IMS to Customer for policy administration services during that month. IMS will track its performance of those standards, calculate any incentive amount owed to IMS by Customer, and add the incentive amount to IMS' total invoice amount. III. IMS Penalties IMS will generate weekly reports detailing the service levels achieved on a weekly average for the service standards contained in this SCHEDULE C. In the event that any service level average falls below the standards described in SCHEDULE C.I., IMS will owe to Customer a penalty of $___*___ per standard not met. IMS will have seven (7) days from the date of the report to correct said standard, and if the next weekly report does not reflect a correction, IMS will pay Customer an additional penalty of $___*___ IMS will continue to owe additional penalties of $___*___ per week for any standard not met until the service level is cured. However, if the service level is not cured within twenty-eight (28) days after the date of the first report documenting that the standard was not met, IMS will be in breach of this agreement. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 2 26 SCHEDULE D ADDITIONAL SERVICE GOALS IMS will meet the service goals described in this Schedule D in the performance of the services described in Exhibits I and II. These goals are NOT subject to the penalties-incentives of Schedule C. However, if an audit reveals that any additional service goal specified in this Schedule is not being met, IMS will have thirty (30) calendar days from the time it is notified of a goal not being achieved to correct the deficiency. If the deficiency is not corrected by the end of the thirty (30) calendar days, then IMS will be in breach of this Agreement unless programming is required to correct the deficiency and the programming requires a period of time greater than thirty (30) calendar days. If so, IMS will provide Customer with an estimated timeframe to correct the breach and mutually agree on the correction period. The provisions of Schedule D will apply to services performed by IMS after sixty (60) days from the Effective Date of this Agreement. A. Operational / System Processing Goals 1. Motor vehicle report (MVR), claims loss underwriting experience (CLUE), and credit score will be ordered automatically (no human intervention required) by the quoting application from the data services vendor at the point of sale a minimum of 95% of the time. A minimum of 95% of the data received back from the data services vendor will be available to the quoting system. Note that immediate turnaround service is not offered in every state, but the information will still be requested by the system at point of sale. 2. Output is generated within one (1) business day of print/mail date. 3. All insured requested endorsements received will be processed within five (5) business days of receipt to IMS, as verified by the incoming date stamped on the request, provided the insured has supplied the complete information, and state statutory requirements are met. 4. IMS will verify accurate output (match system data to filed forms) by means of random weekly quality checking at point of output in Policy Assembly. 5. On 98% of incoming and outgoing calls IMS will document in the policy system on client's individual policy the reason(s) for the call, issues, and outcomes discussed with the customer. 6. All customer requested cancellations received will be processed within two (2) business days of receipt by IMS, as verified by the incoming date stamped on the request, provided insured signature(s) are included and state statutory requirements are met. 7. Payments received at IMS' office will be posted to the policies the same business day as received until 12:00 noon. Any payments received after that time will be processed on the next business day. B. Management Reporting IMS will produce management reports according to Customer defined hierarchy, which includes: company, product, state, market, distribution type, distribution location, and producer. The following daily reports will be available to Customer: 1. New business policy counts and total new business premium. 2. Renewal counts and total renewal premium. 3. Cancellation counts and total cancellation premium. 4. Rewrite counts and total rewrite premium. 5. Reinstate counts and total reinstate premium. 1 27 C. Projects IMS will complete all projects governed by Article XIII.B. provided all information pursuant to Article IV.A. and appropriate signoffs are received from Customer. D. Claims 1. IMS will establish a claim file indemnity reserve within 30 Calendar Days of the first notice of the loss on 95% of the new claims received each month where IMS is able to open a feature in the system. 2. IMS will reinspect an average of 15% of all vehicle repair estimates per month. The reinspections will be chosen based on market dynamics and inspection quality. 3. IMS will contact 85% of insureds/claimants within one (1) Business Day from the date the claim is reported or from the date the insured/claimant is identified, whichever occurs first. IMS will contact 100% of the insureds/claimants within three (3) Business Days from the date the claim is reported or from the date the insured/claimant is identified, whichever occurs first. "Contact" is defined as a telephone conversation with the insured/claimant, or leaving a message for the insured/claimant on a recorded message device or with another person, or mailing a contact card to the insured/claimant's last known address via regular mail, which advises them that the claim representative has been unsuccessful in reaching them, and requests that they contact the claim representative. 4. IMS will inspect 90% of covered vehicles with claimed damage in excess of $1500.00 within three (3) Business Days from the date the vehicle location is identified by IMS, when the vehicle is located within a major metropolitan area. 5. IMS will inspect 80% of all supplemental claims of covered vehicle damage where the original vehicle damage appraisal exceeds $3,000 and the supplemental damage claim exceeds 15% of the original appraisal. 6. IMS will manage renal losses by appraising vehicles after tear down where feasible, refusing rental direct billing, minimizing rental duration through communication with the vehicle owner, and using rental companies that offer favorable rates. The time period allowed for rental will be based on the number of days required to repair the vehicle. 7. IMS will inspect 20% of supplemental claims of covered vehicle damage where the original vehicle damage appraisal is less than $3,000. 8. IMS will achieve an average score per year of 3.00 on the Customer Feedback Survey Program. This average will be calculated by totaling the individual survey question responses on all surveys annually. IMS Claim Management will contact 100% of all those individuals who returned a survey response with an average survey rating below 2.00 per survey. 9. IMS will conduct recorded interviews, if permission is granted, within 30 Calendar Days (where not prohibited by local, state or other applicable law) of the first notice of the loss on 80% of new claims received each month where the claim representative determines that there is a material coverage question, questionable liability, claims involving bodily injury, or subrogation potential. A recorded statement will be taken, at the IMS adjuster's discretion, on those questionable liability claims involving property damage only. A loss within the first 30 days of policy inception, theft claims and fire claims will be referred to SIU for obtaining a recorded statement and investigation. 2 28 10. IMS will obtain a Police Report on all claims where the accident was reported to the police and a Police Report is judged by IMS to be a necessary part of the claim investigation. 11. 95% of all pending claim files (except glass claims, record purposes only claims and catastrophe claims) will contain an Adjuster Claim File Report and an Updated Action Plan as the claim file develops. 12. Reinspection Program Exception Rates for reinspections performed by external appraisers will not exceed 5% error ratio. Reinspection Program Exception Rates for reinspections performed by internal staff appraisers will not exceed 7% error ratio. 13. Net Salvage Recovery (which is defined as the percentage of vehicle value after expenses) will be targeted at 13% unless relevant local, state or federal law makes this goal unreasonable or unobtainable. 14. IMS Claim Supervisors or Managers will complete fifteen (15) of IMS' internal Quality File Reviews on open or closed claim files per Adjuster per Quarter, including a proportionate number, but no less than twenty (20), of Customer's claim files. 15. IMS will strive to achieve a minimum score of 90% on all Internal Audits conducted which will include a proportionate number of Customer's claim files. A score of "90%" means that 90% of the quality items reviewed obtained a score of "satisfactory." 16. IMS will make payment on 60% of Collision Features within 25 Calendar Days of feature open date and 80% within 40 Calendar Days of feature open date.* 17. IMS will make payment on 40% of Property Damage Features within 25 Calendar Days of feature open date and 60% Within 45 Calendar Days of feature open date.* 18. IMS adjusters will return telephone calls to insureds and claimants within 24 hours of the call's receipt. *Subject to review and modification after 90 days. 3 29 EXHIBIT I POLICY ADMINISTRATION SERVICES For the purposes of this Exhibit I, Insured means an insured or potential insured of Customer. IMS will provide the following services to Customer: A. INTERNET FUNCTIONALITY AS IT PERTAINS TO CUSTOMER IMS will provide functionality to Customer over the Internet or through direct connection as described below. (Both connectivity strategies will be referred to in this section): o Quoting - Available to Customer for obtaining a rate on a potential new policy. o Convert Quote/New Business Processing - Ability to issue a policy remotely with signature verification/underwriting performed by IMS' customer service. o Policy Changes (Endorsements) - Available to Customer for making policy changes. o Policy Inquiry - All policy data will be available to Customer. o Policy Processing - Customer will have access to all policy processing functions available to IMS customer service representatives. o Online Documentation - Help text and online user documentation will be available to Customer. o Security - Providing varying degrees of access as currently presented by IMS. o Industry standard financial transaction security (Secure Electronic Transaction (SET), Secure Sockets Layer (SSL), etc.) o IMS will coordinate with ZyQuest, Customer's vendor, to implement an interface between the quoting/rating system and the point of sale (POS) system. o IMS will coordinate with ZyQuest, Customer's vendor, to verify that quoting/rating includes POS integration. B. POLICY ISSUANCE IMS will provide: o Policy issuance for New Business, Renewals, and Endorsements o Renewal/cancellation/reinstatement/rewrite processing - Automated according to Customer Flex Billing(R) o Automated Rating o Non-renewal processing o Printing of declarations and related forms. o Forms which match those filed and approved with the Department of Insurance. o Data printed on forms which match data in the system. o Rewritten policies which retain the same policy number as the original policy with an increase in the policy suffix number. o Output mailed to Customer daily. C. BILLING IMS will: o Print and mail invoices, combo notices, reminders, cancellation notification, return premium disbursements o Process Credit Card, Electronic Checking, and Automatic Checking Withdrawal payment processing and the ability to sweep accounts using Automated Clearing House (ACH). o Employ Customer Flex billing(R) 1 30 o Automatically Process cancellations for non-payment o Send out two overdue notices. Once account reverts to collection status, IMS will send to Customer or the collection agency of Customer's choice. o Process Cancellations in the cycle the night before cancellation. For example, policies due to cancel at 12:01am Thursday, 12/2 will be processed after hours on Wednesday (12/1) cycle. This way, the cancellation is effective right after the cycle is complete. o Look ahead and process Sunday and/or holiday Customer transactions a day early for any day that is not a postal mailing day (Sundays and postal holidays). For example, on Saturday, all of the cancellations occurring on Sunday will be processed on Saturday night's cycle. o Provide hours of operations: Monday through Friday, 8:00 a.m. to 11:00 p.m. Eastern Standard Time and Saturday, 9:00 a.m. to 9:00 p.m. Eastern Standard Time, including IMS paid holidays of the day after Thanksgiving and Christmas Eve day. D. CUSTOMER SERVICE IMS will: o Respond to insured and agent (sales representative) telephone inquiries - Customer Service/Processing and Underwriting functionality is available remotely at multiple Customer sites (Dallas & Michigan facility) beginning day one of implementation with IMS. Customer and IMS will jointly develop and mutually agree on the defined workflow based off the functionality in Customers current workflow. o Convert quote / new business processing - involves reviewing images / signature verification, underwriting, and issuing new business policies. o Process requests for policy changes - Real-time over the telephone and documented requests including ability to calculate next billing amounts as an integrated function of rating software. o Work with Customer to jointly create a Customer Service audit form ("Audit Form"), to be used by IMS and Customer to measure telephone interaction between IMS' Claim Service Representatives and Customer's policy holders. o Answer Base Auto System (BAS) questions prior to policy issuance. o Conduct jointly with Customer, audits of the Customer Service Representative's performance based on the performance standards described in the Audit Form. The audits will be conducted during the last week of each calendar month and will result in a Customer Service Representative performance score of "outstanding", "satisfactory" or unsatisfactory". o Process Credit Card, Electronic Checking, and Automatic Checking Withdrawal installments over telephone. IMS will provide credit card processing and the ability to sweep accounts using Automated Clearing House (ACH.) o Utilize Interactive Voice Response Unit (IVR) o Provide Toll-free Number - Utilizing Customer's existing toll-free number. o Respond to correspondence related to policy and claims services - Includes all correspondence sent to IMS on behalf of Customer by its Insureds, staff, and management. o Track and respond to complaints related to policy and/or claims services o Review every application image (new business and endorsements) for Insured written-in modifications, presence of signature, coverage's, and supporting documentation and apply the appropriate up-rates. o Utilize telephone and email for Customer support. Toll-free, Interactive Voice Response (IVR) and voicemail are methods of phone interaction with insureds. IVR options are Frequently Asked Questions, Live Support Option and Voice Mail for all insureds. o Operate Monday through Friday, 8:00 AM - 11:00 PM Eastern Standard Time, and Saturday, 9:00am to 9:00 PM Eastern Standard Time, including IMS paid holidays of the day after Thanksgiving and Christmas Eve. 2 31 E. MANAGEMENT REPORTING IMS will produce reporting according to Customer defined hierarchy which includes: company, product, state, market, distribution type, distribution location, and producer. The policy processing system will be enhanced to capture the information necessary to provide information in this hierarchy. Customer will rely on its data warehousing solution to provide management reports in this hierarchy other than those necessary for financial management, listed in Section F.2 of this Exhibit I. 1. MANAGEMENT REPORTING IMS will: o Produce standard activity reports o Produce standard monthly reports o Produce standard accounting reports o Produce premium and loss reports o Allow Olympic Amis to place the Datamirror product on IMS' central policy processing system and activate the journaling services required by the Olympic Amis solution. o IMS will reimburse Customer for the cost of the data mapping services performed by IMS through a credit for future services performed by IMS on behalf of Customer, if IMS decides to implement the Olympic Amis solution. 2. FINANCIAL REPORTING a. DAILY IMS will provide daily reports detailing: o New Business Counts and Total New Business Premium o Renewal Counts and Total Renewal Premium o Cancellation Counts and Total Cancellation Premium o Rewrite Counts and Total Rewrite Premium o ReCustomer Counts and Total ReCustomer Premium b. MONTHLY IMS will provide monthly reports detailing: o Written Premium by Coverage o Earned Premium by Coverage o Policy Fees o Incurred Losses and ALAE amounts by Coverage (paid, case reserves, recoveries) o Claim Counts and Feature Counts and amounts (new claims, outstanding claims, closed claims with and without payment) o In Force Policy List (with a total count) that Includes (1) Premium Receivable - billed, (2) Premium Receivable - not yet billed and (3) Unearned premium. 3. BUREAU/STATISTICAL REPORTING IMS will: o Process and balance premium and loss data o Edit and correct invalid data 3 32 o Prepare and mail Bureau transmittals o Provide on-going Regulatory changes o Maintain history files o Provide support for Department of Insurance (DOI) Filing o Provide hard copy or electronic submissions (does not include annual and quarterly statements filings with the DOI) F. ACCOUNTING AND PREMIUM ADMINISTRATION IMS will provide: o Issuance, control and accounting for disbursements for premium and losses o Posting, balancing, and control of premium suspense o Receipt and posting of all installment payments (including lockbox if volume necessitates) o Bank reconciliation of premium and loss accounts o Mini general ledger of direct premium and loss activity o Posting and balancing of electronic cash received from distribution centers. o System generated reports for all direct premium and loss activity. o Month-end closing within four (4) business days of month-end. o Reconciliation within four (4) business days of receipt of bank statements. o Daily reconciliation of distribution center cash to IMS cash suspense within two (2) business days of transaction date. G. PRINT AND DISTRIBUTION SERVICES IMS will provide: o Automated document library - A copy of all central policy processing system computer-generated policy documents is maintained within the electronic document design program, and hard copies are maintained within company/product specific catalogs. All applicable versions of any document remain within the document library. IMS will provide Customer with a hard copy of all documents contained in this library. o Electronic document assembly - IMS uses a document packaging distribution tool that sorts forms before they are printed, ensuring that recipients receive all forms, sorted by specific criteria, in a single package. o Electronic document archival/retrieval - A copy of all central processing system computer generated policy documents for each policy, such as new business and renewal declarations, renewal bills, endorsements, cancellations, and correspondence, is electronically transformed into an image and is stored in the Computer Output to Laser Disc (COLD) Imaging System. These company images are duplicates of the documents received by the insured, producer, and other respective parties. Archived documents will be available to IMS' customer service and Customer for retrieval. o Automated finishing/insertion facility - The policy document output produced from the computer system will be sorted and packaged by IMS' document packaging system and will be prepared for assembly throughout the entire day. Once prepared, the output will be assembled on IMS' document assembly device. o Mail pre-sort facility - IMS uses a presort vendor to reduce postage costs. Most mail is forwarded to the presort vendor. Mail forwarded directly to the US Postal Service shall include any checks (for security reasons), and any packages processed past the vendor's pick-up deadline. o Mailing (including postage and supplies) - The US Postal Service will not guarantee a three day turn around time. If this is a mandatory requirement, IMS will investigate the capabilities of external service providers to meet this requirement. The additional cost of this service will be a pass through expense to Customer. o Current Document Imaging - At the time of the Agreement Effective Date, IMS Records Management Services handles the preparation, scanning, indexing and quality assurance 4 33 of all hard-copy policy documents to be scanned into the Imaging System. All hard copy (paper) policy files are prepared for imaging. This entails taping torn documents, removing staples and paper clips, incorporating document separator pages between each group (folder) of policy documents, and making sure the correct policy number is included on each document. These policy documents are quality reviewed prior to scanning to ensure all of the above has been completed correctly. Once the prepped documents are quality reviewed, the documents are scanned. The scanning operator will log all necessary information to track the batch of work until it is completely processed. Once scanned, the document folders are indexed into the Imaging System by policy number and document type. The indexed documents are quality reviewed one more time to ensure accuracy. After the documents have been archived in the imaging system, the hard copy/paper documents are destroyed. All imaging system data base information is backed up nightly to tape and the actual archived images are backed up nightly to optical platters. All pictures received with policy documents are labeled with a policy number and are stored manually. There is a manual and computer log, which details the exact location of the photos for retrieval. For Internet viewing, access will be limited to COLD forms only. Any hardware or software required by Customer to review imaged documents will be a pass through expense. o Future Document Imaging - IMS is currently researching an alternative Imaging solution. When implemented, Customer will have access to all functionality of the new Imaging solution. Any hardware or software required by Customer to review imaged documents will be a pass through expense. o Fax server capability to receive faxes from ACE locations for signed policy documents. o Operation hours: Monday through Friday, 8:00 a.m. to 11:00 p.m. Eastern Standard Time and Saturday, 9:00 a.m. to 9:00 p.m. Eastern Standard Time, including IMS paid holidays of the day after Thanksgiving and Christmas Eve day. 5 34 H. DISTRIBUTION CENTER ADMINISTRATION IMS will provide: o Distribution Center record assignment and control o Maintenance of Distribution Center File o Accounting and payment of Customer's non-ACE distribution partnership fees. IMS will calculate and pay non-ACE distribution partners I. SYSTEM ADMINISTRATION IMS will provide: o Hardware/software maintenance and enhancements. o System availability to Customer including all 3rd party products necessary to provide system availability (data communications costs are pass-through). IMS will purchase, in addition, any 3rd party products necessary to provide system availability that will reside locally at IMS. Connectivity decisions will be jointly agreed upon well in advance of system implementation. A connectivity recommendation will be made by IMS based on completion of the Connectivity Project Definition by Customer after analysis and any necessary clarification of the project definition contents. A connectivity recommendation will be made by IMS based on the Connectivity Project Definition. o Processing of daily (7 day per week cycles), weekly, monthly, and annual cycles. o 22 hours a day, 7 days a week (4:00 a.m. to 2:00 a.m. EST) system availability. IMS is currently pursuing development of a system which will provide 24-hour per day Internet availability. o Maintenance to the system including rate table updates, billing plan table updates, and updates to other miscellaneous tables including regulatory maintenance requirements. J. TECHNICAL SUPPORT FOR REMOTE SYSTEMS USERS IMS will provide technical support for all Internet Solutions IMS administers and/or develops in support of the services for Customer defined in this Agreement. This support will include: o Security o How to access the systems o How to use the systems o User documentation (on-line) o General usability questions regarding the applications o Problem determination and resolution o All telecom service issues, administration and setup related to IMS provided solutions. o Support availability Monday through Friday, 8:00am to 11:00pm Eastern Standard Time and Saturday, 9:00am to 9:00pm Eastern Standard Time, including IMS paid holidays of the day after Thanksgiving and Christmas Eve day. 6 35 EXHIBIT II CLAIM ADMINISTRATION SERVICES IMS will perform the following Claim Administration Services on Customer's behalf in compliance with applicable law, and subject to periodic review and audit thereof by Customer throughout the term of this Agreement: I. Claim Adjusting and Program Management IMS will: A. Administer claims in accordance with the terms and conditions of Customer's insurance policies, this Agreement, and applicable state insurance laws, rules, and regulations that pertain to claim handling. B. Provide appropriate staff to service Customer's business based upon claim volume. C. Conduct internal claim file audits and quarterly file reviews. D. Utilize IMS' claim handling best practices, and for all Level I features, complete the IMS Claim Summary Sheet. E. Provide vendor management. II. Claim Adjusting Support IMS will: A. Utilize and manage external adjusters and appraisers, in field locations not staffed by IMS or customer. Decisions as to when to use external adjusters and appraisers will be made by IMS and will be based on each individual claim file and the need for external investigation in order to document the facts. B. in field locations not staffed by IMS or customer. Decisions as to when to use of external adjusters and appraisers will be made by IMS and will be based on each individual claim file and the need for external investigation in order to document the facts. C. Perform all services necessary to collect subrogation or salvage that may benefit Customer. D. Manage claim litigation through the use of external defense counsel and litigation management planning. E. Investigate insurance fraud indicators through the IMS Special Investigation Unit and conform with all filed and state specific fraud plans and any other statutory or regulatory requirements, as required by applicable law. F. Conduct and manage review of claim file medical records utilizing IMS' internal Medical Resource Unit on all applicable cases. G. Employ mechanized medical bill utilization review methods on a case-by-case basis. Customer requests the use of medical bill repricing based on International Classification of Diseases (ICD)-9 codes and Current Procedural Terminology (CPT) codes. ICD-9 Codes stands for International Classification of Diseases, 9th Revision. These codes appear on medical treatment bills and describe the diagnosis, symptoms, complaint, and condition or problem for which medical services are rendered. Current Procedural Terminology (CPT) Codes are used to report medical services and procedures performed by physicians. 1 36 Customer requests the use of CAPA-certified after-market parts, on a limited basis where form, fit and structural integrity has been validated. After-market parts will not be used for structural or safety-related components. Non-structural after-market parts, such as headlamps, batteries, or appearance items, will be used whenever and wherever applicable. Customer requests the application of betterment or depreciation to automobile estimates in all states. III. Claim Service Center IMS will: A. Handle and process initial loss reports received by Customer or Customer's prior vendor, only if the information submitted by Customer or Customer's prior vendor is sufficient to enter a claim into the IMS claim system. Sufficient information required to set up a claim on the AS 400 Claim System is insured name, policy number, address, telephone number, damaged property, and description of the accident. Sufficient information required to set up a claim on the AS 400 Claim System is insured name, policy number, address, telephone number, damaged property, and description of the accident. B. Provide claim adjusting core clerical support, which includes all mail processing, file control and industry reporting (e.g. index bureau, NICB, Fraud Bureau and provider of service). which includes routing, filing, sorting, photocopying claims files, delivering, printing, bar coding, faxing of claim material, mail indexing, mail matching, mail preparation, and sending mail. C. Maintain operating hours of 7:30 A.M. to 8:00 P.M. Eastern Standard Time (EST), Monday through Friday, excluding bank holidays for Florida State Banks or an IMS paid holiday (New Year's Day, Memorial Day, Independence Day, Thanksgiving Day, day after Thanksgiving, Christmas Eve (after 12:00 P.M. Eastern Standard Time) and Christmas Date). IMS will provide First Notice of Loss reporting services twenty-four (24) hours per day seven (7) days per week. IV. Claim System IMS will: A. Utilize an AS400 based claim system for claim documentation and processing. B. Provide Customer with remote claim system access to the AS400 (view only) as reasonably requested by Customer subject to the fees described in Schedule B. C. Provide Customer up to ten (10) hours of initial AS400 training to Customer's representative(s) at IMS' office location at no cost to Customer, except Customer must pay its own travel expenses, including, but not limited to, hotel costs, transportation costs, and the cost of meals. D. Provide Customer with sixty (60) days sixty (60) days written notice of a proposed material change in or enhancement to the claim system in use on the Effective Date of this Agreement. Written notice to Customer will include details of the proposed material change or enhancement. IMS will provide customer with appropriate ten (10) hours training with respect to such proposed material change or enhancement. 2 37 V. Authority Levels IMS will establish claim reserves and make claim payments on behalf of Customer, for each coverage, up to the amounts specified in the table below ("Authority Table"). Where a claim reserve amount or claim payment amount will, in IMS' judgment, exceed the amounts listed in the Authority Table, IMS will request from Customer, in writing, an increase in the authority level amounts, and Customer will promptly respond, in writing, so that the claim reserve can be established or the claim payment made.
AUTHORITY TABLE* ============================= ========================== Reserve Limit Payment Limit ================================================== ============================= ========================== Level Indemnity Expense Indemnity Expense ================================================== ============= ============== ============== =========== 1 (applies to Claim Adjuster Trainees) $ 5,000.00 $ 250.00 $ 2,500.00 $ 150.00 -------------------------------------------------- ------------- -------------- -------------- ----------- 2 (applies to Claim Adjusters) $10,000.00 $ 1,500.00 $ 7,500.00 $ 500.00 -------------------------------------------------- ------------- -------------- -------------- ----------- 3 (applies to Claim Adjusters) $25,000.00 $10,000.00 $15,000.00 $5,000.00 -------------------------------------------------- ------------- -------------- -------------- ----------- 4 (applies to Supervisors & Technical Advisors) $50,000.00 $15,000.00 $35,000.00 $7,500.00 ================================================== ============= ============== ============== ===========
*Customer may modify the authority levels listed in the Authority Table upon 30 days written notice to IMS. Any such modification may result in a change to the fees described in Schedule B, Section VII. VI. Catastrophe Claims IMS will: A. Adjust Customer's claims which result from a weather catastrophe. B. Deploy catastrophe claim adjusters to a catastrophe-affected area where a single event results in 50 or more physical damage claims within a 20-mile radius. VII. Management Reporting IMS will: A. Provide Customer with weekly and monthly claim summary reports, the contents of which will be mutually agreed to in writing by Customer and IMS. B. Provide Customer with monthly productivity and severity detail and summary reports, the contents of which will be mutually agreed to by Customer and IMS in writing. C. Provide Customer with subrogation, Copart and Certified Collateral Corporation ("CCC") total loss reports, the contents of which will be mutually agreed to by Customer and IMS in writing. D. PROVIDE CUSTOMER WITH DAILY INCURRED LOSS REPORTS AND DAILY FEATURE COUNT REPORTS AS MUTUALLY AGREED TO BY CUSTOMER AND IMS. by feature, coverage, and state. Provide Customer with daily feature count reports which show the number of features received, reopened, and closed by coverage and state. E. Monthly reports will be provided to Customer on or before the third business day after the close of the month. Weekly reports will be provided to Customer on or before Tuesday of the following week. Daily reports will be provided to Customer on the next business day. 3 38 VIII. Claim Account A. IMS will maintain a daily register of checks drawn on the Claims Account for each loss payment and expense. IMS will also maintain a daily register, which register shall include, for each claim or claimant, the claim number, feature code, policy number, loss date, name of the payee, date and check number of the disbursement, and the amount and purpose of the payment. B. Any monies collected by IMS for salvage, subrogation, contribution or deductible reimbursement will be deposited by IMS in the Claims Account within one business day upon receipt by IMS thereof. IX. Accounting A. IMS will issue checks related to claim handling, and provide one monthly bank account reconciliation, which includes balancing the check records back to the bank statement. B. IMS will provide no other accounting services, such as: o Annual statement support o Statistical reporting o Month-end processing o Month-end reporting 4 39 APPENDIX A ROLLOUT PLAN* * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 40 APPENDIX B SYSTEMS DEVELOPMENT LIFE CYCLE* * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. EX-10.3 4 ex10-3.txt INSTANT INSURANCE 06/30/00 DEVELOPMENT AGREEMENT 1 Exhibit 10.3 DEVELOPMENT SERVICES AGREEMENT THIS DEVELOPMENT SERVICES AGREEMENT ("Agreement") is made and effective as of the 30th day of June, 2000 ("Effective Date"), by and between INSURANCE MANAGEMENT SOLUTIONS, INC. ("IMS"), a corporation organized and existing under the laws of the State of Florida with its principal place of business located at 360 Central Avenue, St. Petersburg, Florida 33701, and INSTANT INSURANCE HOLDINGS, INC. ("Instant"), a corporation organized and existing under the laws of the State of Delaware with its principal place of business located at 8113 Ridgepoint Drive, Suite 214, Irving Texas, 75063, and its designated or wholly owned subsidiaries, collectively, INSTANT AUTO INSURANCE COMPANY ("Instant Auto"), a corporation organized and existing under the laws of the State of Delaware with its principal place of business located at 8113 Ridgepoint Drive, Suite 214, Irving, Texas, 75063. Where used in this Agreement, the term "Customer" shall include within it's meaning both Instant and Instant Auto. WHEREAS, Customer wishes to engage the services of IMS to provide certain development services to Customer, and WHEREAS, IMS wishes to provide such services as set forth herein, NOW THEREFORE, IN CONSIDERATION OF the mutual covenants and agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto do covenant and agree as follows: ARTICLE I. DEFINITIONS Unless the context clearly requires otherwise, the following terms when used in this Agreement shall have the meanings set forth below: A. "Affiliate" is any company which controls, is controlled by, or under common control with a party, and "control" is defined as owning 50% or more of such entity. B. For purposes of legal notice only, "Business Day" means any day other than a Saturday, Sunday or other day which is a bank holiday for Florida State Banks or an IMS paid holiday (New Year's Day, Memorial Day, Independence Day, Thanksgiving Day, day after Thanksgiving, Christmas Eve (after 12 P.M. Eastern Standard Time) and Christmas Day). C. "Change of Control" means (a) a sale, transfer or pledge, or the issuance to a new shareholder, of fifty (50%) percent or more of the voting stock of a party hereto to any third party that is not an affiliate of such party; or (b) a sale, transfer or pledge of a substantial portion of the material assets of a party, or any merger or consolidation of a party with another entity or entities. Both parties agree as respects this paragraph E, that a change of control includes the above definitions when the sale or purchase is transacted with a company included within the portfolio of Customer's investment group or a distribution partner(s) of Customer. D. "Distribution Partner(s)" means the Customer's business partners which are authorized by Customer to transact business on Customer's behalf. E. "Development Services" means the services set forth in this Agreement and EXHIBIT I hereto in accordance with the terms of the Agreement, and all applicable laws and regulations. F. "Technical Information" means and shall include (without limitation) computer programs, databases, designs, algorithms, processes, structures, data formats, business methods, know how, and research and development information. 2 ARTICLE II. TERM A.. The term of the Agreement ("Term") shall commence on the Effective Date and shall terminate when the Development Services described in EXHIBIT I are completed. In the event all services described in EXHIBIT I are not completed within 120 days of the Effective Date, the terms of SCHEDULE A. II will apply. ARTICLE III. RESPONSIBILITIES OF IMS A. IMS shall dedicate the human, equipment and computer resources commercially reasonably required to provide Customer with the Development Services, during the term of this Agreement. B. IMS shall designate an employee ("Account Manager") of sufficient status and authority to act as liaison with Customer to facilitate IMS' performance of the Development Services under this Agreement. The Account Manager shall provide written and oral communication of the status of administration of the Development Services as agreed to by and between Account Manager and Customer. ARTICLE IV. RESPONSIBILITIES OF CUSTOMER A. During the term of this Agreement, Customer shall, by mutual agreement with IMS, provide to IMS, in a timely manner, any and all data, information and other items required to enable IMS to perform the Development Services specified in EXHIBIT I of this Agreement. Customer acknowledges and agrees that delays in delivery of required documentation, data and/or information by Customer will result in a similar delay in performing Development Services, and that such a delay in performing the Development Services shall not be deemed a breach of the Agreement, and the penalties described in SCHEDULE A.II of this Agreement will not apply. B. CUSTOMER ACKNOWLEDGES AND AGREES THAT IMS ASSUMES NO INSURANCE RISK UNDER THIS AGREEMENT. C. Customer shall designate manager level employees of sufficient status and binding decision making authority to act as liaisons with IMS and to facilitate Customer's role as IMS performs the Development Services enumerated in EXHIBIT I of this Agreement. ARTICLE V. CUSTOMER ACCESS TO RECORDS / CONFIDENTIAL INFORMATION A. At Customer's expense, Customer will be permitted access (as set forth herein) to all IMS and Customer records and information (excluding, specifically, proprietary IMS' technical design information) reasonably necessary to: (i) audit the completeness and accuracy of the Development Services provided under this Agreement and reports produced for Customer pursuant to this Agreement; (ii) verify the accuracy and validity of all billings and charges to Customer under this Agreement, including any travel and living expenses; and (iii) verify IMS' overall compliance with the terms of this Agreement and applicable laws and regulations. Customer will bear the cost of access to the above records, including the costs of travel, personnel, computer hardware and software, and data line charges. Access to the above records, for the foregoing purposes, will be provided during normal business hours upon five (5) Business Days prior written notice to IMS by Customer for so long as IMS is required to maintain such records under this Agreement; except in case of regulatory inquiry, in which case access will be granted within twenty four (24) hours of written notice to IMS. At Customer's expense, using a copy service of Customer's choice, Customer will be permitted to copy those IMS records subject to audit in accordance with this Article. IMS will provide adequate workspace as mutually agreed upon between Customer and IMS for Customer to conduct audits in accordance with this Article. Further, Customer or its 2 3 representatives shall take reasonable precautions, when conducting audits under this Article, not to materially disrupt IMS' ongoing business activities. IMS shall provide Customer with workspace, resources (both physical and human) and amenities necessary to enable Customer to conduct the audit. Any additional costs incurred by IMS in providing the human resources pursuant to this paragraph A shall be borne by Customer. B. The recipient ("Recipient") of confidential data and/or information pursuant to this Agreement shall maintain the confidentiality of all data and/or information which is the property of the other party ("Disclosing Party"), whether originally supplied by the Disclosing Party, or whether generated by the Disclosing Party in the course of performing or facilitating the Development Services under this Agreement and which is directly accessible to the Recipient or is in the possession of Recipient in the implementation, facilitation and/or performance of the Development Services. During the term of this Agreement, Recipient may acquire, know, or have within its possession, information (including, but not limited to, Technical Information) and/or data of the Disclosing Party concerning commercial and trade affairs, rating and underwriting rules and guidelines, the identity of clients, the identity of insureds and beneficiaries, claims, benefits, rates and agents, financial information, Proprietary System (as defined at Article VII, A herein), and business practices of the Disclosing Party ("Confidential Information"). Confidential Information which is provided in tangible form must be clearly marked "Confidential", "Proprietary" or the substantial equivalent thereof, or if orally disclosed must be clearly identified as "Confidential" or "Proprietary" at the time of the disclosure (except for IMS' Technical Information, Customer's underwriting rules and guidelines, the identity of Customer's clients, the identity of Customer's insureds and beneficiaries, claims, benefits, rates and agents, and, the following documents provided by Customer to IMS prior to the Effective Date of this Agreement: all Flex Bill(R)documentation (including presentation, matrices, billing guides), `The eCoverage Report', discount flow charts, network diagram, call reason code documentation, initial data mapping with Amis, sample hierarchy reports, initial web flow, point of sale specifications, and initial tiered rating spreadsheet which will be deemed "Confidential Information" under this Agreement, regardless of whether marked as such). Except as required by law, Recipient shall keep Disclosing Party's Confidential Information confidential and shall only use the Confidential Information in performing or facilitating the Development Services under this Agreement. Recipient shall not disclose the Confidential Information without Disclosing Party's prior written permission except to Recipient's employees who require the information to perform or facilitate the Development Services under this Agreement. Each party hereto, as a Recipient, warrants to the other that appropriate measures shall be taken by Recipient to safeguard the confidentiality of the Confidential Information, with a level of care at least equal to the level of care with which Recipient safeguards its own confidential or proprietary information. All employees of Recipient, agents and representatives, and any third parties who are given access to the Confidential Information shall be under written obligation to Recipient to maintain such information in confidence. IMS and Customer agree that Recipient shall have no obligation with respect to any information or data which: a) is already rightfully known to Recipient through means other than Disclosing Party; or b) is or becomes publicly known through no wrongful act of Recipient; or c) is rightfully obtained by Recipient from a third-party without similar restriction and without breach of this Agreement; or d) is independently developed by Recipient without breach of this Agreement. Disclosing Party shall retain title to all Confidential Information (whether tangible or intangible) delivered thereby pursuant to this Agreement. Recipient shall not copy, reproduce or use any Confidential Information without written authorization of Disclosing Party, except as may be required to accomplish the Development Services under this Agreement. Recipient shall promptly return or destroy, on written request of Disclosing Party, all tangible copies containing Confidential Information, except those copies kept in the regular course of business, or that are required to be kept pursuant to any state or federal administrative, regulatory or statutory mandates. The obligations under this Paragraph shall survive the termination of this Agreement. Notwithstanding the foregoing, this Article shall not prevent the disclosure of Confidential Information to the extent legally required by any court or regulatory entity having jurisdiction over the parties. 3 4 C. For purposes of Article V, Recipient and Disclosing Party shall include within their meaning all respective subsidiaries, distribution partners, agents, representatives, affiliates or fronting companies of the Recipient and Disclosing Party. D. The obligations of Customer and IMS under this Article V. shall continue and remain in effect after termination of this Agreement. ARTICLE VI. EXPENSES AND FEES A. In consideration of IMS providing Development Services as described herein, Customer shall pay IMS fees and expenses (collectively "Development Fees"), as specified in SCHEDULE A. B. Customer shall reimburse IMS for actual travel, living and out-of-pocket expenses incurred by IMS personnel, provided such expenses are approved in writing by Customer. Customer shall not pay IMS for IMS' travel time. C. Customer agrees to pay any and all tariffs and taxes that are now or may become applicable to the Development Services rendered hereunder, including, but not limited to, sales, use, and personal property taxes, or any other form of tax based on Development Services performed, equipment used by IMS solely for Customer, and the communicating of storage of data used by IMS solely for Customer, but excluding taxes on the net income of IMS. D. Subject to the terms of this Agreement, all fees and expenses to be payable by Customer to IMS shall be paid pursuant to the terms of SCHEDULE A. Customer's failure to pay all fees and expenses when due shall be considered a material breach of this Agreement. 4 5 ARTICLE VII. LICENSE, TRADE SECRET AND PROPRIETARY RIGHTS A. IMS from time to time may use its own proprietary computer software products and account servicing methods and procedures ("Proprietary System"), which are identified, described or referenced in Exhibits I and II hereto, but specifically excluding any IMS/IAIEC, as defined below, in the performance of the Insurance Administration Services. During any term of this Agreement, IMS grants a personal, non-transferable, non-assignable, non-exclusive license with the restrictions set forth below to Customer and its appointed insurance sales agents, representatives, or distribution partners to use portions of the Proprietary System as necessary for IMS to perform the Insurance Administration Services to be performed by IMS under this Agreement. B. Any modifications or enhancements to Proprietary System that IMS specifically designs and develops for Customer pursuant to this Agreement and/or Exhibits I and II of this Agreement and during any term of the Agreement ("IMS/IAIEC") which are mutually agreed by IMS and Customer to be special modifications and enhancements for this Customer alone, will be specifically marked with the legend "IMS/IAIEC" and shall constitute the sole and exclusive property of Customer, including source code, object code, databases, tables and documentation. IMS and Customer agree that the parties shall act in a commercially reasonable manner in determining whether any modification or enhancement to the Proprietary System is "proprietary" or "exclusive" to Customer and thus shall be marked as an "IMS/IAIEC". Notwithstanding the foregoing, it is hereby agreed by the parties that Flex Billing(R), Equity Specific Billing Forms, Reporting Hierarchy, Instant Rater, Point of Sale Interface, and Web Rater Interface, and Rating Engine Module are IMS/IAIEC,. Further, no provision within this Agreement shall be interpreted as prohibiting IMS from selling or licensing its Proprietary System or modifications and enhancements to the Proprietary System (not specifically designed or developed for Customer pursuant to the terms of this Agreement and not specifically marked "IMS/IAIEC") to any other customer or prospective customer of IMS. IMS agrees that it will not sell to, or use in full or in part on behalf of, any other customer of IMS, an IMS/IAIEC. C. Other than the limited rights to use the Proprietary System, in Article VII, this Agreement grants to Customer no right to possess or reproduce, the Proprietary System or its specifications in any tangible or intangible medium. Customer may not mortgage, hypothecate, sell, assign, pledge, lease, transfer, license, sublicense, reverse engineer, modify, make derivative works of, or obtain any other interest in the Proprietary System, nor allow any person, firm, entity or corporation to transmit, copy, reproduce, download, reverse engineer, modify, make derivative works of, or obtain any other interest in the Proprietary System or its specifications in whole or in part. Customer shall not permit third parties to benefit from the use or functionality of the Proprietary system via time-sharing, service bureau, facilities management, or other similar arrangement. In the event Customer shall come into possession of any source or object code associated with the Proprietary System, Customer shall immediately notify IMS and return the source or object code associated with Proprietary System in its possession and all copies of any kind thereof to IMS. Customer acknowledges that the IMS/IAIEC is designed to work with the Proprietary System and that the IMS/IAIEC are not functional apart from the Proprietary System, and that the Customer has no rights in the Proprietary System except for the specific license granted in this Article VII. D. Customer covenants and agrees not to disclose or otherwise make the Proprietary System available to any person other than employees, distribution partners, insurance sales agents or representatives of the Customer required to have access or use of the Proprietary System to facilitate IMS' or Customer's performance under this Agreement. Customer agrees to obligate each such employee, appointed insurance sales agent, distribution partner or representative to a level of care sufficient to protect the Proprietary System from unauthorized disclosure or reverse engineering. E. Upon termination of this Agreement, IMS shall be prohibited from possessing or reproducing, downloading, reverse engineering, or obtaining any other interest in the IMS/IAIEC. Further, upon termination of this Agreement, IMS shall have no right to possess or reproduce, the IMS/IAIEC or its specifications in any tangible or intangible medium. During and after the termination of this Agreement, except as to Customer, IMS may not mortgage, hypothecate, sell, assign, pledge, 5 6 lease, transfer, license, sublicense, reverse engineer, modify, make derivative works of, or obtain any other interest in a IMS/IAIEC, nor allow any person, firm, entity or corporation to transmit, copy, reproduce, download, reverse engineer, modify, make derivative works of, or obtain any other interest in a IMS/IAIEC or its specifications in whole or in part. IMS shall not permit third parties to benefit from the use or functionality of a IMS/IAIEC via time-sharing, service bureau, facilities management, or other similar arrangement. After the termination of this Agreement, in the event IMS shall come into possession of any source or object code associated with a IMS/IAIEC, IMS shall immediately notify Customer and return the source or object code associated with IMS/IAIEC in its possession and all copies of any kind thereof to Customer. F. IMS covenants and agrees not to disclose or otherwise make a IMS/IAIEC available to any person other than employees, distribution partners, agents or representatives of IMS required to have access or use of a IMS/IAIEC to facilitate IMS' or Customer's performance under this Agreement. IMS agrees to obligate each such employee, agent, distribution partner or representative to a level of care sufficient to protect a IMS/IAIEC from unauthorized disclosure or reverse engineering. G. IMS will notify Customer in writing at least five (5) days prior to the implementation of any and all modifications IMS proposes to make to the IMS Proprietary System that may affect Customer's business and IMS's performance of IMS duties and services under this Agreement. H. Any global changes or enhancements made by IMS to the Proprietary System will be used by IMS in connection with providing the Insurance Administration Services hereunder. I. The obligations of the parties under this Article shall continue and remain in effect after this Agreement is terminated for any reason. ARTICLE VIII. TERMINATION A. This Agreement will terminate at the end of the Term. B. This Agreement may also terminate prior to the end of the Term: a) at the election of the Customer, upon written notice to IMS, if IMS becomes insolvent, if it makes an assignment for the benefit of its creditors, if a petition for relief under the Bankruptcy Act is filed by or against it and it is not dismissed within thirty (30) days of being filed, or if a trustee, receiver or other custodian of its assets is appointed; b) at the election of IMS, upon written notice to Customer, if Customer becomes insolvent, if it makes an assignment for the benefit of its creditors, if a petition for relief under the Bankruptcy Act is filed by or against it and it is not dismissed within thirty (30) days of being filed, or if a trustee, receiver or other custodian of its assets is appointed; including, but not limited to, any proceeding pursuant to any state or federal action governing insurer insolvency. c) at the election of the Customer, if IMS materially breaches any provision of this Agreement and fails to cure such breach within ten (10) days after written notice thereof is given to IMS by the Customer; d) at the election of IMS, if Customer materially breaches any provision of this Agreement and fails to cure such breach within ten (10) days after written notice thereof is given to Customer by IMS (except for Customer's failure to pay any and all fees and expenses due under Article VI of this Agreement, in which case Customer must cure such breach within thirty (30) days after written notice thereof is given to Customer by IMS); e) at the election of the Customer, upon written notice to IMS, in the event of a Change of Control of IMS, unless IMS has provided Customer not less than sixty (60) days advance written notice of the proposed Change of Control; or 6 7 f) at the election of IMS, upon written notice to Customer, in the event of a Change of Control of Customer unless Customer has provided IMS not less than sixty (60) days advance written notice of the proposed Change of Control. C. The initiation under this Agreement of any dispute resolution procedure shall not prevent a party from terminating this Agreement in accordance with this Article VIII. 7 8 D. On expiration or termination of this Agreement, IMS shall return to Customer all of Customer's information, either in electronic or hard copy form, in IMS' possession and delete any electronic copies thereof related to the Development Services provided by IMS during the term of this Agreement; Customer shall do the same and cause Customer's agents to do the same relative to IMS' Confidential Information. Customer shall pay IMS (in accordance with SCHEDULE A then in effect) any and all Service Fees, miscellaneous fees and third party fees due IMS for Development Services performed prior to the termination date of this Agreement. ARTICLE IX. WARRANTIES AND COVENANTS IMS covenants that: (a) all Development Services shall materially conform to the descriptions set forth in EXHIBIT I of this Agreement; (b) all Development Services shall be performed in a good and workmanlike manner; and (c) IMS will comply in all material respects with the law of the state or states covered by this Agreement and with the rules and regulations of all regulatory authorities having jurisdiction over IMS' activities, and shall, whenever necessary, maintain at its own expense all required licenses to transact business in such states. IMS warrants to Customer that (a) IMS owns or otherwise has the right to use the Proprietary System used to perform the Development Services, and the rights to such Proprietary System granted hereunder will not knowingly infringe upon a third party's copyright or patent rights; (b) IMS is duly authorized to transact the business of servicing insurance companies; and (c) the express warranties provided here and elsewhere in this Agreement are IMS' only warranties and no other warranty, express or implied, including any warranty of merchantability, fitness or fitness for a particular purpose, will apply to the provision of Development Services under this Agreement. ARTICLE X. LIABILITY, LIMIT OF LIABILITY, INDEMNITIES AND REMEDIES A. The parties shall assume the following obligations and liabilities as specified below and subject to the limitations on liability set forth in Paragraph B below: (a) IMS shall indemnify, defend and hold harmless Customer, its officers, directors, employees and controlling persons from any liability, cost, loss, fine, penalty, claim, demand, damage or expense, including reasonable attorneys' fees, incurred solely and directly as a result of any material breach of IMS' obligations under this Agreement or the material breach of any representation or warranty made by IMS to Customer pursuant hereto; (b) Customer shall indemnify, defend and hold harmless IMS, its officers, directors, employees and controlling persons from any liability, cost, loss, fine, penalty, claim, demand, damage or expense, including reasonable attorney's fees, incurred solely and directly as a result of any material breach of Customer's obligations under this Agreement or the material breach of any representation or warranty made by Customer to IMS pursuant hereto. (c) Customer agrees to, and shall cause its affiliates, subsidiaries, agents and fronting companies, jointly and severally, to indemnify, defend and hold harmless IMS, its officers, directors, employees, agents, representatives, and controlled and controlling persons (collectively "IMS Indemnitees") from and against any and all liabilities, losses, damages, demands, claims, suits, actions, causes of action, proceedings, assessments, judgments, awards, penalties, settlements, fees, costs and/or expenses of any kind or nature whatsoever asserted against, resulting to, imposed upon or incurred by IMS or any of IMS' Affiliates, directly or indirectly, by reason of, arising out of, relating to or resulting from any agreement, obligation or relationship, contractual or otherwise, that Customer has or ever had with INSpire Insurance Solutions, Inc., or any of its affiliates or subsidiaries. 8 9 B. Except for: (i) Service Fee and other amounts owed to IMS by Customer in consideration of IMS providing the Insurance Administration Services, miscellaneous services or third party services hereunder; (ii) acts of fraud, or willful misconduct; (iii) penalties payable by IMS under Article XIII of this Agreement, and (iv) violations of Article VII, Article V.B, Article VII.D of this Agreement, each party's maximum liability ("Maximum Liability") to the other party for any cause whatsoever, during any one calendar year (including, but not limited to, amounts payable to either party by the other for regulatory fines, settlements and penalties) shall be limited to direct damages incurred by that party. In no event shall IMS' or Customer's liability for breach of this Agreement or any of its provisions exceed the amount of compensation paid by Customer under Schedule B of this Agreement for the three months immediately preceding the breach. Neither party shall be liable for any lost profits, business goodwill, or other consequential, punitive, special or incidental damages incurred by the other. C. In the event of any IMS Proprietary System error or omission which materially affects IMS' ability to perform the Development Services under this Agreement, IMS will correct same at no cost to Customer. D. All parties agree to promptly give the others notice upon being notified or becoming aware of any and all allegations or claims, which could give rise to a claim under this Article. E. Notwithstanding any other provision of this Agreement, Customer shall be liable to IMS for all damages resulting from a breach of Customer's obligations under Article VII.C. ARTICLE XI. GENERAL AGREEMENTS A. This Agreement and all matters arising hereunder shall be governed by and determined in accordance with the laws of the State of Texas without giving effect to any choice of law provisions, except for matters arising out of or pertaining to IMS' Proprietary Systems, which shall be governed by and determined in accordance with the laws of the State of Florida. B. The parties shall not be liable or deemed to be in default hereunder for any delay or failure in performance under this Agreement or interruption of the Development Services resulting, directly or indirectly, from acts of God (including but not limited to weather catastrophes such as floods, hurricanes, tornadoes, windstorms, ice storms, blizzards and hail storms), civil or military authority, labor disputes, shortages of suitable parts, materials, labor or transportation or any similar cause beyond the reasonable control of the parties. IMS acknowledges that it has a detailed emergency recovery plan for interruption of the Development Services and has contracted with an emergency "Hot Site". IMS shall follow its recovery plan, which provides recovery priority to "Production Customers" and is designed to re-establish the Development Services following a disaster causing an interruption thereof. IMS acknowledges that Customer is a Production Customer. Customer acknowledges that the Hot Site is only a temporary bridge and that there may be a diminution in the performance levels of the Development Services until the main data center capabilities are re-established. IMS will maintain and update its recovery plan and will conduct annual testing of its recovery plan. IMS will provide the results of such annual testing to Customer within ten (10) days of receipt of such results. C. Customer and IMS agree that, during the Term of this Agreement and for a period of six (6) months following the termination of this Agreement, neither party will directly or indirectly induce any employee of the other to terminate his or her employment with the other party, nor will either party, without prior written consent of the other, offer employment to any employee of the other party or to former employees of the other party during the six (6) month period immediately following such employee's termination. This Paragraph C. shall survive termination of this Agreement. The provisions of this paragraph apply to each party's respective subsidiaries, agents, affiliates and other related entities. 9 10 D. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein shall be given in writing by hand delivery, by overnight carrier, by registered or certified mail or by facsimile transmission and shall be addressed as follows: As to Customer: Instant Insurance Holdings, Inc. 8113 Ridgepoint Drive, Suite 214 Irving, Texas 75063 Fax Number: 214-496-3633 Attention: President As to IMS: Insurance Management Solutions, Inc. 360 Central Avenue, 16th Floor St. Petersburg, FL 33701 Fax Number: (727) 823-6518 Attention: President Notices sent by hand delivery shall be deemed effective on the date of actual hand delivery. Notices sent by overnight carrier shall be deemed effective on the next Business Day after being placed into the hands of the overnight carrier. Notices sent by registered or certified mail shall be deemed effective on the fifth Business Day after being deposited into the post office. Notices sent by facsimile transmission shall be deemed to be effective on the day when sent if sent prior to 4:30 p.m. (the time being determined by the time zone of the recipient), otherwise they shall be deemed effective on the next Business Day. E. This Agreement, and the exhibits, schedules and addenda attached hereto, contain all of the prior oral and/or previously written agreements, representations, and arrangements between the parties hereto. There are no representations or warranties other than those set forth herein. No change or modification of this Agreement, including the exhibits, schedules and addenda hereto, shall be valid unless the same shall be in writing and signed by all of the parties hereto. All schedules, addendum of any kind, or attachments to this Agreement shall be made a part of this Agreement and shall be subject to all terms and conditions of this Agreement. Articles V (B), VII, XI (C) shall survive any termination of this Agreement. F. Words of a gender used in this Agreement shall be held to include any other gender, the words in a singular number held to include the plural, when the sentence so requires. Article headings are intended for purposes of description only and shall not be used for purposes of interpretation of this Agreement. G. Should any part of this Agreement for any reason be declared invalid, such decision shall not effect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if the Agreement had been executed with the invalid portion thereof eliminated. It is, therefore, declared the intention of the parties hereto that each of them will have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared void. H. If either party should bring a Court action alleging breach of this Agreement or seeking to enforce, rescind, renounce, declare, void or terminate this Agreement or any provisions thereof, the prevailing party shall be entitled to recover all of its legal expenses, including reasonable attorneys' fees and costs (including legal expenses for any appeals taken), and to have the same awarded as part of the judgment in the proceeding in which such legal expenses and attorneys' fees were incurred. I. Neither IMS nor Customer shall assign this Agreement or any of its rights hereunder without the prior written consent of the non-assigning party. J. The parties agree not to disclose the terms and conditions of this Agreement to any third party, except (i) as required in the normal conduct of Customer's business, or (ii) as required by law or regulation including, without limitation, any Federal securities law, or regulation. 10 11 ARTICLE XII. DISPUTE RESOLUTION PROCEDURES A. The parties will attempt in good faith to promptly resolve any dispute arising under this Agreement by negotiations between senior management ("Senior Management") of the parties. Senior Management of each party will meet within ten (10) calendar days of notice ("Notice of Dispute") by a party of the existence of a dispute, at a mutually agreed time and place, to resolve the dispute. Notwithstanding any provisions in this Agreement pertaining to IMS' rights to cure any service standard deficiencies or Customer's rights pursuant to Schedule B.VI, Senior Management, who shall have the authority to settle the dispute, shall prepare and exchange memoranda stating the issues in the material dispute and their positions. If the material dispute is not resolved to the mutual satisfaction of the parties within seven (7) calendar days of the meeting of Senior Management, then the parties may attempt to resolve the controversy using mediation. B. If the matter has not been resolved pursuant to the aforesaid mediation procedure within thirty (30) calendar days of the issuance of a party of a Notice of Dispute, or if either party will not participate in mediation, then either party may initiate arbitration upon fifteen (15) calendar days written notice to the other party. Notwithstanding the foregoing, all deadlines specified above may be extended upon mutual written agreement of the parties. C. Except for the right of either party to apply to a court of competent jurisdiction for review of the award of arbitration, for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, or disputes relating to breach of the confidentiality, non-disclosure or trade secret provisions of this Agreement, all claims, disputes, controversies and other matters relating to breach of this Agreement, and which cannot be resolved by the parties shall be settled by arbitration in accordance with this Agreement. D. Notice requesting arbitration ("Arbitration Notice"), or any other notice made in connection therewith, shall be made in writing by one party and sent by certified mail, return receipt requested, to the other party. The Arbitration Notice shall state in particular all issues to be resolved in the view of the complaining party, shall appoint the arbitrator selected by the complaining party and shall set a tentative date for the hearing, which date shall be no sooner than forty-five (45) calendar days and no later than ninety (90) calendar days from the date that the Arbitration Notice is mailed. Within twenty (20) calendar days of receipt of the complaining party's Arbitration Notice, the respondent shall notify the complaining party of the location for conducting arbitration and the name of its appointed arbitrator. When the two arbitrators have been appointed, they shall agree on a third independent arbitrator and shall appoint such person by written notice to the parties signed by both arbitrators within thirty (30) calendar days from the date of the appointment of the second arbitrator. If the two arbitrators fail to agree upon the appointment of an independent arbitrator at the end of thirty (30) calendar days following the appointment of the second arbitrator, then the independent arbitrator shall be appointed by the American Arbitration Association ("AAA"), or its successor, in accordance with its then prevailing commercial arbitration rules then in effect. The three (3) arbitrators shall constitute the Arbitration Board ("Board"). E. The members of the Board shall be active or retired (i) lawyers or professionals familiar with insurance and/or (ii) active or former officers or management employees of insurance and/or data processing firms and/or software development companies. The person selected by the two respective arbitrators appointed by the parties shall be the umpire or chief arbitrator and must be a licensed attorney. F. Arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association ("AAA") then in effect except as modified herein. G. The parties agree that all then current employees of each with material relevant information will be voluntarily produced, at the employer's expense, for all proper discovery and arbitration hearings. 11 12 H. The cost of the arbitration relative to the arbitrators and the AAA ("Costs") shall be borne equally pending the arbitrators' award. Each party shall bear its own expenses for attorneys' fees. The prevailing party in any arbitration proceeding hereunder shall be entitled, in addition to such other relief as may be granted, to recover the portion of the Costs incurred by that party in connection with arbitration under the Agreement prior to the award. I. The parties agree that the arbitrators shall be required to render their decision in writing within thirty (30) calendar days of the conclusion of the arbitration proceedings, unless such time shall be extended by mutual written agreement of the parties. J. With respect to any matter brought before the Board, the Board shall make a decision having regard to the intentions of the parties, the terms of this Agreement, and custom and usage of the insurance and data processing industry. Such decisions shall be in writing and shall state the findings of fact and conclusions of law upon which the decision is based, provided that such decision may not (i) award consequential, punitive, special, incidental or exemplary damages, or (ii) include a suspension of this Agreement or any provisions hereof. The decision shall be based exclusively upon the evidence presented by the parties at a hearing in which evidence shall be allowed. Said decisions may be reviewable and vacated, modified or corrected, in whole or in part, by appropriate courts of competent jurisdiction for clear abuses of discretion or errors at law by the Board. If the decision is not vacated, modified, or corrected in whole or in part upon an appeal, such decision shall be final and binding upon all parties to the proceeding and may be entered by either party in any court having competent jurisdiction. IN WITNESS WHEREOF, the parties hereto by their respective duly authorized representatives have executed this Agreement to be effective as of the 30th day of June, 2000. "IMS": "Customer": INSURANCE MANAGEMENT SOLUTIONS, INC. INSTANT INSURANCE HOLDINGS, INC. By: /s/ Christopher Breakiron By: /s/ B. G. Porter --------------------------------- ----------------------------- Christopher Breakiron B. G. Porter As its: CFO As its: President/CEO ----------------------------- ------------------------- Date: 7-3-00 Date: 6-30-00 ------------------------------- --------------------------- 12 13 SCHEDULE "A" - FEE SCHEDULE EXHIBIT I - DEVELOPMENT SERVICES 14 SCHEDULE A FEE SCHEDULE I. Fees Customer will pay IMS $____*____ for the Development Services described in EXHIBIT I of this Agreement, to be paid to IMS as follows: o $____*____ due upon execution of this Agreement o $____*____ due upon completion by IMS and delivery to Customer of the Development Services described in EXHIBIT I. o $____*____ due thirty (30) days after live production. II. Penalty for Late Completion In the even the Development Services described in EXHIBIT I are not completed within 120 days from the Effective Date of this Agreement, the amount due from Customer to IMS will be reduced by $____*____ per week for each week beyond 120 days from the Effective Date. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 15 EXHIBIT I DEVELOPMENT SERVICES I. Definitions A. Phase I - Project segment to result in Customer's Automobile Insurance Internet Site ("The Site") being functional in one (1) state for quoting, policy issuance, policy inquiry, policy payments, and on-line chat. B. Phase II - Project segment to result in The Site being functional in five (5) states for quoting, policy issuance, policy inquiry, policy payments, on-line chat, Internet Customer Affinity Programs, and business to business interfaces. II. Services IMS will perform the following Development Services on Customer's behalf. Completion of the tasks listed below will result in the following functionality in support of Phase I and Phase II of The Site: A. Interfaces not common to Customer's Instant Rater B. Interfaces for Policy Inquiry C. Interfaces for Payments D. Interfaces for Policy Issuance E. Interfaces for Quoting EX-10.4 5 ex10-4.txt INSTANT INSURANCE 06/22/00 SERVICES AGREEMENT 1 Exhibit 10.4 INSURANCE ADMINISTRATION SERVICES AGREEMENT THIS INSURANCE ADMINISTRATION SERVICES AGREEMENT ("Agreement") is made and effective as of the 22nd day of June, 2000 ("Effective Date"), by and between INSURANCE MANAGEMENT SOLUTIONS, INC. ("IMS"), a corporation organized and existing under the laws of the State of Florida with its principal place of business located at 360 Central Avenue, St. Petersburg, Florida 33701, and INSTANT INSURANCE HOLDINGS, INC. ("Instant"), a corporation organized and existing under the laws of the State of Delaware with its principal place of business located at 8113 Ridgepoint Drive, Suite 214, Irving, Texas, 75063 and its designated or wholly owned subsidiaries, collectively INSTANT AUTO INSURANCE COMPANY ("Instant Auto"), a corporation organized and existing under the laws of the State of Delaware with its principal place of business located at 8113 Ridgepoint Drive, Suite 214, Irving, Texas 75063. Where used in this Agreement, the term "Customer" shall include within it's meaning both Instant and Instant Auto. WHEREAS, Customer wishes to engage the services of IMS to administer certain of the Customer's obligations for the lines of business ("Authorized Lines of Business") in the state(s) ("Authorized States") set forth in Schedule A; and WHEREAS, IMS wishes to provide such insurance administration services as set forth herein. NOW THEREFORE, IN CONSIDERATION OF the mutual covenants and agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto do covenant and agree as follows: ARTICLE I. DEFINITIONS Unless the context clearly requires otherwise, the following terms when used in this Agreement shall have the meanings set forth below: A. "Affiliate" is any company which controls, is controlled by, or under common control with, a party, and "control" is defined as owning 50% or more of such entity. B. "Authorized Lines of Business" means the lines of business expressly set forth in Schedule A of this Agreement. C. "Authorized States" means the states expressly set forth in Schedule A of this Agreement. D. For purposes of legal notice only, "Business Day" means any day other than a Saturday, Sunday or other day which is a bank holiday for Florida State Banks or an IMS paid holiday (New Year's Day, Memorial Day, Independence Day, Thanksgiving Day, day after Thanksgiving, Christmas Eve (after 12 P.M. Eastern Standard Time) and Christmas Day). E. "Change of Control" means (a) a sale, transfer or pledge, or the issuance to a new shareholder, of fifty (50%) percent or more of the voting stock of a party hereto to any third party that is not an affiliate of such party; or (b) a sale, transfer or pledge of a substantial portion of the material assets of a party, or any merger or consolidation of a party with another entity or entities. F. "Insurance Administration Services" means the services set forth in this Agreement and Exhibit I hereto in the Authorized States in accordance with the terms of the Agreement, and all applicable laws and regulations. G. "Insurance Program" means the Customer's insurance products within the Authorized Line(s) of Business to be offered within the Authorized States. 1 2 H. Technical Information" means and shall include (without limitation) computer programs, databases, designs, algorithms, processes, structures, data formats, business methods, know how, and research and development information. ARTICLE II. TERM The term of the Agreement shall commence on the Effective Date and shall have a minimum operating term ("Minimum Operating Term") of thirty (30) full calendar months. Either party may provide written notice to the other party of its intent to renew the Agreement, no later than six (6) months before the end of the Minimum Operating Term. ARTICLE III. RESPONSIBILITIES OF IMS A. IMS shall dedicate the amount of human, equipment and computer resources necessary to provide Customer with the Insurance Administration Services, during the term of this Agreement, for the Insurance Program and Authorized States specified in Schedule A. B. IMS shall designate an employee ("Account Manager") of sufficient status and authority to act as liaison with Customer to facilitate IMS' performance of the Insurance Administration Services under this Agreement. The Account Manager shall provide written and/or oral communication of the status of administration of the Insurance Administration Services as agreed to by and between Account Manager and Customer. C. IMS shall, based on accepted industry standards and in accordance with generally accepted insurance and accounting practices as designated by the appropriate state regulatory bodies, maintain complete and orderly records and files which may be required as a result of IMS performing the Insurance Administration Services on behalf of Customer. These files shall be retained by IMS, in a format or media defined by IMS which shall be in compliance with applicable laws and regulations, for a minimum of five (5) years or the period specified by the applicable state and/or federal statutes regulating the preservation of records, whichever is longer, unless the Customer requests that its records be returned to it at its expense; provided, however, that IMS shall be entitled to retain copies thereof. It is specifically agreed and understood between the parties that all records referred to in this paragraph "C" constitute sole and exclusive property of Customer, and shall be treated as such by IMS. ARTICLE IV. RESPONSIBILITIES OF CUSTOMER A. During the term of this Agreement, Customer shall provide to IMS, in a timely manner, any and all data, information and other items, including but not limited to policy forms, prior claim files and supporting documents, policy coverage information, corporate logos for use on forms, and other data related to claim files and adjustment of claims to enable IMS to perform the Insurance Administration Services specified in Exhibit I of this Agreement. Customer represents and warrants to IMS that it owns and possesses all property rights to its corporate and subsidiary logos and hereby grants and warrants to IMS a limited, non-transferable, non-assignable, license to use Customer's corporate and subsidiary logos (and any other copyrighted or trademarked property of Customer that may be provided to IMS under this Agreement) while performing the Insurance Administration Services. Customer acknowledges and agrees that delays in delivery of required documentation, data and/or information by Customer will result in a similar delay in fulfilling Insurance Administration Services, and that such a delay in performing the Insurance Administration Services shall not be deemed a breach of the Agreement. B. CUSTOMER ACKNOWLEDGES AND AGREES THAT IMS ASSUMES NO INSURANCE RISK FOR THE BUSINESS PROCESSED UNDER THIS AGREEMENT. 2 3 C. Customer shall designate manager level employee(s) of sufficient status and binding decision making authority to act as liaisons with IMS and to facilitate Customer's role as IMS performs the Insurance Administration Services enumerated in Exhibit I of this Agreement. ARTICLE V. CUSTOMER ACCESS TO RECORDS / CONFIDENTIAL INFORMATION A. At Customer's expense, Customer will be permitted access (as set forth herein) to all records and information maintained by IMS on behalf of Customer (excluding, specifically, proprietary technical design information) reasonably necessary to: (i) audit the completeness and accuracy of the Insurance Administration Services provided under this Agreement and reports produced for Customer pursuant to this Agreement; (ii) verify the accuracy and validity of all billings and charges to Customer under this Agreement, and (iii) verify IMS' overall compliance with the material terms of this Agreement and applicable laws and regulations. Customer will bear all costs of access to records maintained on behalf of Customer including travel, personnel, computer hardware and software, and data line charges. Access to IMS' records, for the foregoing purposes, will be provided during normal business hours upon five (5) Business Days prior written notice to IMS by Customer for so long as IMS is required to maintain such records under this Agreement; except in the case of regulatory inquiry, in which case access will be granted within twenty four (24) hours of written notice to IMS. At Customer's expense, Customer will be permitted to copy (using a copy service of Customers choice) those IMS records subject to audit in accordance with this Article. Upon five (5) days written request by Customer, and at Customer's expense (based on IMS' actual expense), IMS will promptly mail or fax to Customer supporting documentation concerning any specific transaction processed by IMS under the terms of this Agreement. IMS will provide adequate workspace for Customer to conduct audits in accordance with this Article. Further, Customer or its representatives shall take reasonable precautions, when conducting audits under this Article, not to disrupt IMS' ongoing business activities. B. The recipient ("Recipient") of confidential data and/or information pursuant to this Agreement shall maintain the confidentiality of all data and/or information which is the property of the other party ("Disclosing Party"), whether originally supplied by the Disclosing Party, or whether generated by the Disclosing Party in the course of performing or facilitating the Insurance Administration Services under this Agreement and which is directly accessible to the Recipient or is in the possession of Recipient in the implementation, facilitation and/or performance of the Insurance Administration Services. During any term of this Agreement, Recipient may acquire, know, or have within its possession, information (including, but not limited to, Technical Information) and/or data of the Disclosing Party concerning commercial and trade affairs, rating and underwriting rules and guidelines, the identity of clients, the identity of insureds and beneficiaries, claims, benefits, rates and agents, financial information, Proprietary System (as defined at Article VII, A herein), and business practices of the Disclosing Party ("Confidential Information"). Confidential Information which is provided in tangible form must be clearly marked "Confidential", "Proprietary" or the substantial equivalent thereof, or if orally disclosed must be clearly identified as "Confidential" or "Proprietary" at the time of the disclosure (except for IMS' Technical Information, Customer's underwriting rules and guidelines, the identity of Customer's clients, the identity of Customer's insureds and beneficiaries, claims, benefits, rates and agents, which will be deemed "Confidential 3 4 Information" under this Agreement, regardless of whether marked as such). Except as required by law, Recipient shall keep Disclosing Party's Confidential Information Confidential and shall only use the Confidential Information in performing or facilitating the Insurance Administration Services under this Agreement. Recipient shall not disclose the Confidential Information without Disclosing Party's prior written permission except to Recipient's employees who require the information to perform or facilitate the Insurance Administration Services under this Agreement. Each party hereto, as a Recipient, warrants to the other that appropriate measures shall be taken by Recipient to safeguard the confidentiality of the Confidential Information, with a level of care at least equal to the level of care with which Recipient safeguards its own confidential or proprietary information. All employees, agents or representatives of Recipient and any third parties who are given access to the Confidential Information shall be under written obligation to Recipient to maintain such information in confidence. IMS and Customer agree that any Recipient shall have no obligation with respect to any information or data which: a) is already rightfully known to Recipient through means other than Disclosing Party; or b) is or becomes publicly known through no wrongful act of Recipient; or c) is rightfully obtained by Recipient from a third-party without similar restriction and without breach of this Agreement; or d) is independently developed by Recipient without breach of this Agreement. Disclosing Party shall retain title to all Confidential Information (whether tangible or intangible) delivered thereby pursuant to this Agreement. Recipient shall not copy, reproduce or use any Confidential Information without written authorization of Disclosing Party, except as may be reasonably required to accomplish the Insurance Administration Services under this Agreement. Recipient shall promptly return or destroy, on written request of Disclosing Party, all tangible copies containing Confidential Information, except those copies kept in the regular course of business, or that are required to be kept pursuant to any state or federal administrative, regulatory or statutory mandates. The obligations under this Paragraph shall survive the termination of this Agreement. Notwithstanding the foregoing, this Article shall not prevent the disclosure of Confidential Information to the extent legally required by any court or regulatory entity having jurisdiction over the parties. C. For purposes of Article V.B, Recipient and Disclosing Party shall include within their meaning all respective subsidiaries, agents, or affiliates of the Recipient and Disclosing Party. D. The obligations of Customer and IMS under this Article V shall continue and remain in effect after termination of this agreement. 4 5 ARTICLE VI. EXPENSES AND FEES A. In consideration of IMS providing Insurance Administration Services as described herein, Customer shall pay IMS, in addition to any other fees and expenses specified herein, servicing fees (collectively "Service Fees"), as specified in Schedule B. The Miscellaneous Fees specified in Article XIII and all Service Fees specified in Schedule B hereto may be increased by IMS effective as of each anniversary of the Effective Date by no more than the percentage increase in the United States Consumer Price Index for all Urban Users (CPI-U) as reported by the United States Bureau of Labor Statistics for the most recently completed calendar year that IMS is performing services on behalf of the Customer. In the event that a vendor supplying a service or product to IMS, which service or product is used by IMS to provide the Insurance Administration Services to Customer, increases its rates charged to IMS, IMS may increase the Service Fees and Miscellaneous Fees set forth herein only by the amount of the actual vendor increase to incorporate such increased costs and will provide Customer with documentation verifying the increase. B. Customer shall reimburse IMS for actual travel, living and out-of-pocket expenses incurred by IMS personnel, provided such expenses are approved in writing by Customer. Customer shall not pay IMS for IMS' travel time. C. Customer agrees to pay any and all tariffs and taxes that are now or may become applicable to the Insurance Administration Services rendered hereunder, including, but not limited to, sales, use, and personal property taxes, or any other form of tax based on Insurance Administration Services performed, equipment used by IMS solely for Customer, and the communicating or storage of data used by IMS solely for Customer, but excluding taxes on the net income of IMS. D. Subject to the terms of this Agreement, all fees and expenses to be payable by Customer to IMS or any third party, such as subcontractors IMS may hire on behalf of Customer or at the direction of Customer, under this Agreement shall be paid within thirty (30) calendar days after Customer's receipt of IMS' monthly statement for all services provided to Customer under this Agreement. IMS will calculate the fee owed to IMS by Customer and will send a statement to Customer within two (2) weeks of the last day of the month for which fees are owed. Customer's failure to pay all fees and expenses when due shall be considered a material breach of this Agreement. IMS shall notify Customer of any such breach within thirty (30) days of the breach. E. For purposes of paying claims and claim related expenses, IMS shall establish and maintain an independent bank account in the name of Instant Auto ("Claims Account"). F. Customer, at all times during the term of this Agreement, shall fund the Claims Account in amounts necessary to pay all claims and "allocated loss adjustment expenses" (which term, as used in this Agreement, shall mean claim adjustment costs and expenses incurred by IMS and allocated by it to the investigation, adjustment and settlement or defense of a claim for benefits under Customer's policies, including without limitation, costs and expenses incurred by IMS and related to the investigation and defense of claims or the protection and collection of Customer's subrogation rights). Every week IMS will provide Customer's accounting firm the amount necessary to fund the account. G. Customer shall maintain a balance in the Claims Account that is necessary for IMS to perform the Claim Administration Services on a day-to-day basis. Every week IMS will provide Customer's accounting firm the amount necessary to fund the account. Customer shall be responsible for maintenance of unclaimed checks, and paying charges, interest or penalties resulting from Customer's failure to maintain a positive Claim Account balance. 5 6 H. Prior to any renewal of this Agreement, IMS may modify SCHEDULE B in its discretion to reflect any increase in the cost of providing the Insurance Administration Services (including, but not limited to statutory, regulatory, or judicial changes that require IMS to incur additional costs or expenses in performing the Insurance Administration Services). Any modification of SCHEDULE B shall be proposed to Customer at least eight (8) months prior to the expiration of the term of this Agreement. ARTICLE VII. LICENSE, TRADE SECRET AND PROPRIETARY RIGHTS A. IMS from time to time may use its own proprietary computer software products and account servicing methods and procedures ("Proprietary System"), which are identified, described or referenced in EXHIBIT I hereto, in the performance of the Insurance Administration Services. During any term of this Agreement, IMS grants a personal, non-transferable, non-assignable, non-exclusive license to Customer to use portions of the Proprietary System as necessary for IMS to perform the Insurance Administration Services under this Agreement. Further, no provision within this Agreement shall be interpreted as prohibiting IMS from selling or licensing its Proprietary System to any other customer or prospective customer of IMS. B. Other than the limited rights to use the Proprietary System, as provided in Article VII.A. above, this Agreement grants to Customer no right to possess or reproduce, download, reverse engineer, or obtain any other interest in, the Proprietary System or its specifications in any tangible or intangible medium. Customer may not mortgage, hypothecate, sell, assign, pledge, lease, transfer, license, or sublicense the Proprietary System, nor allow any person, firm, entity or corporation to transmit, copy, reproduce, download, reverse engineer, or obtain any other interest in the Proprietary System or its specifications in whole or in part. In the event Customer shall come into possession of any source or object code associated with the Proprietary System, Customer shall immediately notify IMS and return the source or object code associated with Proprietary System in its possession and all copies of any kind thereof to IMS. C. Customer covenants and agrees not to disclose or otherwise make the Proprietary System available to any person other than employees, insurance sales agents or representatives of the Customer required to have access or use of the Proprietary System to facilitate IMS' or Customer's performance under this Agreement. Customer agrees to obligate each such employee, insurance sales agent, or representative to a level of care sufficient to protect the Proprietary System from unauthorized disclosure. D. The obligations of Customer under this Article shall continue and remain in effect after this Agreement is terminated for any reason. ARTICLE VIII. TERMINATION A. Either party may terminate this Agreement at the end of the Minimum Operating Term, provided the terminating party gives the other party at least six (6) months prior written notice of such termination. B. This Agreement shall also terminate: a) at the election of the Customer, upon written notice to IMS, if IMS becomes insolvent, if it makes an assignment for the benefit of its creditors, if a petition for relief under the United States Bankruptcy Code is filed by or against it and it is not dismissed within thirty (30) days of being filed, or if a trustee, receiver or other custodian of its assets is appointed; 6 7 b) at the election of IMS, upon written notice to Customer, if Customer becomes insolvent, if it makes an assignment for the benefit of its creditors, if a petition for relief under the United States Bankruptcy Code is filed by or against it and it is not dismissed within thirty (30) days of being filed, or if a trustee, receiver or other custodian of its assets is appointed; including, but not limited to, any proceeding pursuant to any state or federal action governing insurer insolvency. c) at the election of the Customer, if IMS materially breaches any provision of this Agreement and fails to cure such breach within sixty (60) days after written notice thereof is given to IMS by the Customer; d) at the election of IMS, if Customer materially breaches any provision of this Agreement and fails to cure such breach within sixty (60) days after written notice thereof is given to Customer by IMS (except for Customer's failure to pay any and all fees and expenses due under Article VI of this Agreement, in which case Customer must cure such breach within thirty (30) days after written notice thereof is given to Customer by IMS); e) at the election of the Customer, upon written notice to IMS, in the event of a Change of Control of IMS, unless (i) IMS has provided Customer not less than sixty (60) days advance written notice of the proposed Change of Control and (ii) Customer has agreed in writing to such Change of Control; or f) at the election of IMS, upon written notice to Customer, in the event of a Change of Control of Customer unless (i) Customer has provided IMS not less than sixty (60) days advance written notice of the proposed Change of Control and (ii) IMS has agreed in writing to such Change of Control. C. The initiation under this Agreement of any dispute resolution procedure shall not prevent a party from terminating this Agreement in accordance with this Article VIII. D. On expiration or termination of this Agreement, IMS shall return to Customer all of Customer's information including its policy forms, manuals, instructional memos, procedural memos, reports, and any and all other customer information requested either in electronic or hard copy form, in IMS' possession and delete any electronic copies thereof related to the Insurance Administration Services provided by IMS during the term of this Agreement; Customer shall do the same and cause Customer's agents to do the same relative to IMS' information. Customer shall pay IMS (in accordance with Schedule B then in effect) any and all Service Fees, Miscellaneous Fees and third party fees due IMS for Insurance Administration Services performed prior to the termination date of this Agreement. IMS and Customer shall cooperate in any transition period during the wind-up of Insurance Administration Services provided Customer under this Agreement. If Customer requires assistance in converting Customer's data to a new format, or requires assistance from IMS relative to Customer's transition to an alternative processing arrangement, then IMS shall provide such services at the then current rates charged by IMS for the services specified in Section V. K of Schedule B. (except in the case where IMS is finally adjudicated by a court or Arbitration Board as being in material breach of this Agreement (and such breach is not timely cured) and Customer terminates this Agreement for such material breach, then IMS will provide such data conversion services at IMS' sole expense). This provision shall survive any termination of this Agreement. 7 8 ARTICLE IX. WARRANTIES AND COVENANTS IMS covenants that: (a) all Insurance Administration Services shall materially conform to the descriptions set forth in EXHIBIT I of this Agreement; (b) all Insurance Administration Services shall be performed in a good and workmanlike manner; and (c) IMS will comply in all respects with the law of the relevant state or states covered by this Agreement and with the rules and regulations of all regulatory authorities having jurisdiction over IMS' activities, and shall, whenever necessary, maintain at its own expense all required licenses to transact business in such states. IMS warrants to Customer that (a) IMS owns or otherwise has the right to use the Proprietary System used to perform the Insurance Administration Services, and the rights to such Proprietary System granted hereunder will not knowingly infringe upon a third party's copyright or patent rights; (b) IMS is duly authorized to transact the business of servicing insurance companies; and (c) the express warranties provided here and elsewhere in this Agreement are IMS' only warranties and no other warranty, express or implied, including any warranty of merchantability, fitness or fitness for a particular purpose, will apply to the provision of Insurance Administration Services under this Agreement. ARTICLE X. LIABILITY, LIMIT OF LIABILITY, INDEMNITIES AND REMEDIES A. The parties shall assume the following obligations and liabilities as specified below and subject to the limitations on liability set forth in Article X, paragraph B below: a) IMS shall indemnify, defend and hold harmless Customer, its officers, directors, employees and controlling persons from any liability, cost, loss, fine, penalty, claim, demand, damage or expense, including reasonable attorneys' fees, incurred solely and directly as a result of any material breach of IMS' obligations under this Agreement or the material breach of any representation or warranty made by IMS to Customer pursuant hereto; b) Customer shall indemnify, defend and hold harmless IMS, its officers, directors, employees and controlling persons from any liability, cost, loss, fine, penalty, claim, demand, damage or expense, including reasonable attorney's fees, incurred solely and directly as a result of (i) any material breach of Customer's obligations under this Agreement, (ii) the material breach of any representation or warranty made by Customer to IMS pursuant hereto, or (iii) any actions taken, or any representations or decisions made with regard to claim handling which occurred on the Customer's behalf prior to April 1, 2000. c) Customer agrees that in the event IMS is in violation of any code, statute or law(s) due to the acts or omissions of Customer, or the servants, employees, representatives, adjusters, or agents of Customer, then Customer shall assume the responsibility and liability for such acts or omissions and shall indemnify and hold IMS harmless for any such liability. If IMS, because of a violation of any law or the acts or omissions of Customer, is reprimanded, fined, or otherwise involved in any action caused by Customer, or the servants, employees, representatives, adjusters, or agents of Customer, then Customer agrees to reimburse and indemnify IMS for all expenses, fines or other fees incurred by IMS, except to the extent that IMS caused, contributed to or compounded such liability. 8 9 d) IMS agrees that in the event Customer is in violation of any code, statute or law(s) due to the acts or omissions of IMS, or the servants, employees, representatives, adjusters, or agents of IMS, then IMS shall assume the responsibility and liability for such acts or omissions and shall indemnify and hold Customer harmless for any such liability. If Customer, because of a violation of any law or the acts or omissions of IMS, is reprimanded, fined, or otherwise involved in any action caused by IMS, or the servants, employees, representatives, adjusters, or agents of IMS, then IMS agrees to reimburse and indemnify Customer for all expenses, fines or other fees incurred by Customer, except to the extent that Customer caused, contributed to or compounded such liability. B. Except for: (i) Service Fees and other amounts owed to IMS by Customer in consideration of IMS providing the Insurance Administration Services, or any other services hereunder; (ii) acts of fraud, or willful misconduct; (iii) fees payable by Customer under Article XIII of this Agreement, and (iv) violations of Article VII, of this Agreement, each party's maximum liability ("Maximum Liability") to the other party for any cause whatsoever, during any one calendar year (including, but not limited to, amounts payable by either party to the other party for regulatory fines, settlements and penalties) shall be limited to direct damages incurred by that party. In no event shall IMS' or Customer's liability for breach of this Agreement or any of its provisions exceed the amount of compensation paid by the Customer under Schedule B of this Agreement for the three months immediately preceding the breach. Neither Customer nor IMS will be liable for any lost profits, business goodwill, or other consequential, punitive, special or incidental damages incurred by Customer or IMS. C. If data is processed in error due to an error or defect in the Insurance Administration Services provided by IMS, then upon IMS receiving notice of such error or defect, IMS shall reprocess such data without charge to Customer and will assume resulting liability therefrom, subject to the provisions of Article X, paragraph B. D. All parties agree to promptly give the others notice upon being notified or becoming aware of any and all allegations or claims, which could give rise to a claim under this Article. E. Notwithstanding any other provision of this Agreement, Customer shall be liable to IMS for all damages resulting from a breach of Customer's obligations under Article VII.C. ARTICLE XI. GENERAL AGREEMENTS A. This Agreement and all matters arising hereunder shall be governed by and determined in accordance with the laws of the State of Texas without giving effect to any choice of law provisions, except for matters arising out of or pertaining to IMS' proprietary software systems, which shall be governed by and determined in accordance with the laws of the State of Florida. B. The parties shall not be liable or deemed to be in default hereunder for any delay or failure in performance under this Agreement or interruption of the Insurance Administration Services resulting, directly or indirectly, from acts of God (including but not limited to weather catastrophes such as floods, hurricanes, tornadoes, windstorms, ice storms, blizzards and hail storms), civil or military authority, labor disputes, shortages of suitable parts, materials, labor or transportation or any similar cause beyond the reasonable control of the parties. IMS acknowledges that it has a detailed emergency recovery plan for interruption of the Insurance Administration Services and has contracted with an emergency "Hot Site". IMS shall follow its recovery plan, which provides recovery priority to "Production Customers" and is designed to re-establish the Insurance Administration Services following a disaster causing an interruption thereof. IMS 9 10 acknowledges that Customer is a Production Customer. Customer acknowledges that the Hot Site is only a temporary bridge and that there may be a diminution in the performance levels of the Insurance Administration Services (but IMS will make a good faith effort, under the circumstances, to meet IMS' goal of re-establishing services for Production Customers within 72 hours of a disaster) until the main data center capabilities are re-established. IMS will maintain and update its recovery plan and will conduct annual testing of its recovery plan. IMS will provide the results of such annual testing to Customer within ten (10) days of receipt for such results. C. Customer and IMS agree that, during the term of this Agreement and for a period of six (6) months following the termination of this Agreement, neither party will directly or indirectly induce any employee of the other to terminate his or her employment with the other party, nor will either party, without prior written consent of the other, offer employment to any employee of the other party or to former employees of the other party during the six (6) month period immediately following such employee's termination. This Paragraph C. shall survive termination of this Agreement. The provisions of this paragraph apply to each party's respective subsidiaries, agents, affiliates and other related entities. D. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein shall be given in writing by hand delivery, by overnight carrier, by registered or certified mail or by facsimile transmission and shall be addressed as follows: As to Customer: Instant Insurance Holdings, Inc. 8113 Ridgepoint Drive, Suite 214 Irving, Texas, 75063 Fax Number: (214) 496-3633 Attention: President As to IMS: Insurance Management Solutions, Inc. 360 Central Avenue, 16th Floor St. Petersburg, FL 33701 Fax Number: (727) 823-6518 Attention: President Notices sent by hand delivery shall be deemed effective on the date of actual hand delivery. Notices sent by overnight carrier shall be deemed effective on the next Business Day after being placed into the hands of the overnight carrier. Notices sent by registered or certified mail shall be deemed effective on the fifth Business Day after being deposited into the post office. Notices sent by facsimile transmission shall be deemed to be effective on the day when sent if sent prior to 4:30 p.m. (the time being determined by the time zone of the recipient), otherwise they shall be deemed effective on the next Business Day. E. This Agreement, and the exhibits, schedules and appendices attached hereto, contains all of the prior oral and/or previously written agreements, representations, and arrangements between the parties hereto. There are no representations or warranties other than those set forth herein. No change or modification of this Agreement, including the exhibits, schedules and appendices hereto, shall be valid unless the same shall be in writing and signed by all of the parties hereto. All exhibits, schedules, appendices, addendum of any kind, or attachments to this Agreement shall be made a part of this Agreement and shall be subject to all terms and conditions of this Agreement. Articles V (B), VII, VIII (D), and XI (C) shall survive any termination of this Agreement. 10 11 F. Words of a gender used in this Agreement shall be held to include any other gender, the words in a singular number held to include the plural, when the sentence so requires. Article headings are intended for purposes of description only and shall not be used for purposes of interpretation of this Agreement. G. Should any part of this Agreement for any reason be declared invalid, such decision shall not effect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if the Agreement had been executed with the invalid portion thereof eliminated. It is, therefore, declared the intention of the parties hereto that each of them will have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared void. H. If either party should bring a Court action alleging breach of this Agreement or seeking to enforce, rescind, renounce, declare, void or terminate this Agreement or any provisions thereof, the prevailing party shall be entitled to recover all of its legal expenses, including reasonable attorneys' fees and costs (including legal expenses for any appeals taken), and to have the same awarded as part of the judgment in the proceeding in which such legal expenses and attorneys' fees were incurred. I. Neither IMS nor Customer shall assign this Agreement or any of its rights hereunder without the prior written consent of the non-assigning party. J. The parties agree not to disclose the terms and conditions of this Agreement to any third party, except (i) as required in the normal conduct of Customer's business, or (ii) as required by law or regulation including, without limitation, any Federal securities law, or regulation. K. Neither Customer nor IMS will make or cause to be made any announcement or communication ("Press Release') regarding the termination of Customer's business relationship with INSpire Insurance Solutions, Inc. ("INSpire") or the terms of the business relationship formed between Customer and IMS as set forth in this Agreement. The terms of this Article XI, paragraph K, shall not prohibit either party from issuing a mutually agreed upon Press Release regarding any initiatives undertaken between Customer and IMS or any development in the relationship between Customer and IMS which occur or are planned to occur after the Effective Date of this Agreement. ARTICLE XII. DISPUTE RESOLUTION PROCEDURES A. The parties will attempt in good faith to promptly resolve any material dispute regarding this Agreement by negotiations between senior management ("Senior Management") of the parties. Senior Management of each party will meet within ten (10) calendar days of notice ("Notice of Dispute") by a party of the existence of a material dispute, at a mutually agreed time and place, to resolve the material dispute. Senior Management, who shall have the authority to settle the dispute, shall prepare and exchange memoranda stating the issues in the material dispute and their positions. If the material dispute is not resolved to the mutual satisfaction of the parties within seven (7) calendar days of the meeting of Senior Management, then the parties may attempt to resolve the controversy using mediation. B. If the matter has not been resolved pursuant to the aforesaid mediation procedure within thirty (30) calendar days of the issuance of a party of a Notice of Dispute, or if either party will not participate in mediation, then either party may initiate arbitration upon fifteen (15) calendar days written notice to the other party. Notwithstanding the foregoing, all deadlines specified above may be extended upon mutual written agreement of the parties. 11 12 C. Except for the right of either party to apply to a court of competent jurisdiction for review of the award of arbitration, for a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, or disputes relating to breach of the confidentiality, non-disclosure or trade secret provisions of this Agreement, all claims, disputes, controversies and other matters relating to breach of this Agreement, and which cannot be resolved by the parties shall be settled by arbitration in accordance with this Agreement. D. Notice requesting arbitration ("Arbitration Notice"), or any other notice made in connection therewith, shall be made in writing by one party and sent by certified mail, return receipt requested, to the other party. The Arbitration Notice shall state in particular all issues to be resolved in the view of the complaining party, shall appoint the arbitrator selected by the complaining party and shall set a tentative date for the hearing, which date shall be no sooner than forty-five (45) calendar days and no later than ninety (90) calendar days from the date that the Arbitration Notice is mailed. Within twenty (20) calendar days of receipt of the complaining party's Arbitration Notice, the respondent shall notify the complaining party of the location for conducting arbitration and the name of its appointed arbitrator. When the two arbitrators have been appointed, they shall agree on a third independent arbitrator and shall appoint such person by written notice to the parties signed by both arbitrators within thirty (30) calendar days from the date of the appointment of the second arbitrator. If the two arbitrators fail to agree upon the appointment of an independent arbitrator at the end of thirty (30) calendar days following the appointment of the second arbitrator, then the independent arbitrator shall be appointed by the American Arbitration Association ("AAA"), or its successor, in accordance with its then prevailing commercial arbitration rules then in effect. The three (3) arbitrators shall constitute the Arbitration Board ("Board"). E. The members of the Board shall be active or retired (i) lawyers or professionals familiar with insurance and/or (ii) active or former officers or management employees of insurance and/or data processing firms and/or software development companies. The person selected by the two respective arbitrators appointed by the parties shall be the umpire or chief arbitrator and must be a licensed attorney. F. Arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association ("AAA") then in effect except as modified herein. G. The parties agree that all then current employees of each with material relevant information will be voluntarily produced, at the employer's expense, for all proper discovery and arbitration hearings. H. The cost of the arbitration relative to the arbitrators and the AAA ("Costs") shall be borne equally pending the arbitrators' award. Each party shall bear its own expenses for attorneys' fees. The prevailing party in any arbitration proceeding hereunder shall be entitled, in addition to such other relief as may be granted, to recover the portion of the Costs incurred by that party in connection with arbitration under the Agreement prior to the award. I. The parties agree that the arbitrators shall be required to render their decision in writing within thirty (30) calendar days of the conclusion of the arbitration proceedings, unless such time shall be extended by mutual written agreement of the parties. 12 13 J. With respect to any matter brought before the Board, the Board shall make a decision having regard to the intentions of the parties, the terms of this Agreement, and custom and usage of the insurance and data processing industry. Such decisions shall be in writing and shall state the findings of fact and conclusions of law upon which the decision is based, provided that such decision may not (i) award consequential, punitive, special, incidental or exemplary damages, or (ii) include a suspension of this Agreement or any provisions hereof. The decision shall be based exclusively upon the evidence presented by the parties at a hearing in which evidence shall be allowed. Said decisions may be reviewable and vacated, modified or corrected, in whole or in part, by appropriate courts of competent jurisdiction for clear abuses of discretion or errors at law by the Board. If the decision is not vacated, modified, or corrected in whole or in part upon an appeal, such decision shall be final and binding upon all parties to the proceeding and may be entered by either party in any court having competent jurisdiction. ARTICLE XIII. ADDITIONAL AUTHORIZED STATES AND AUTHORIZED LINES OF BUSINESS - SYSTEM ENHANCEMENT PROJECTS When Customer requests that IMS initiate a project (related to the Insurance Administration Services) that will require IMS to materially deviate its systems from the system functionality currently in use by IMS ("System Enhancement Project"), IMS will provide Customer, on a timely basis, with an estimate of the time, fees and costs required to complete such System Enhancement Project ("Miscellaneous Fees") along with a detailed description and project plan of the change(s) requested. IMS and Customer will mutually approve and agree in writing to the detailed description of the project, the project plan and the estimated completion date ("Project Completion Date") of the System Enhancement Project prior to any work being performed by IMS. IN WITNESS WHEREOF, the parties hereto by their respective duly authorized representatives have executed this Agreement to be effective as of the 22nd day of June, 2000. "IMS": "Customer": INSURANCE MANAGEMENT SOLUTIONS, INC. INSTANT INSURANCE HOLDINGS, INC. By: /s/ D. M. Howard By: /s/ B. G. Porter --------------------------------- ----------------------------- D. M. Howard B. G. Porter As its: President/CEO As its: President/CEO ----------------------------- ------------------------- Date: 22 June 2000 Date: 22 June 2000 ------------------------------- --------------------------- 13 14 SCHEDULE A AUTHORIZED STATES AND INSURANCE PROGRAM IMS shall provide Insurance Administration Services as described in EXHIBIT I, Claim Administration Services, for the following authorized line(s) of business ("Authorized Line of Business") in the following authorized state(s) ("Authorized States"): I. AUTHORIZED LINE OF BUSINESS: Personal Automobile. II. AUTHORIZED STATES: * III. AUTHORIZED COMPANIES: Instant Auto Insurance Company * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 15 SCHEDULE B FEE SCHEDULE I. Definitions The following definitions will apply throughout all Schedules, Exhibits and Addenda to this Agreement: A. "Level I Feature(s)" means a feature as set out in the tables found in Sections II and III below, which was first opened on a claim prior to April 1, 2000. B. "Level II Feature(s)" means a feature opened by IMS as a new or a re-opened feature as set out in the tables found in Sections II and III below on or after April 1, 2000, and for which IMS did not administer or control the corresponding policy on behalf of Customer. C. "Record Only" means a claim for which notice of loss is received and recorded by IMS but no further action is taken. D. A "feature" is any exposure opened on a claim. II. Claim Administration Services Fees for Level I Features IMS will provide the Claim Administration Services described in Exhibit I for Level I Features and charge Customer the rates below for each coverage feature: ----------------------------------------------------------- Feature Charge ----------------------------------------------------------- Bodily Injury * Personal Injury Protection * Uninsured/Underinsured Motorist Bodily Injury * Property Damage** * Collision and Uninsured/Underinsured Motorist Property Damage * Comprehensive * Towing and Labor Only * Rental * Record Only * Medical Payments * Safety Equipment * Deductible Coverage * ** IMS will review this charge at Customer's request after May 1, 2000. In the event Customer requests that IMS provide Claim Administration Services for a feature(s) not specified above, Customer and IMS will negotiate IMS' charge for handling the feature. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 16 III. Claim Administration Services Fees for Level II Features IMS will provide the Claim Administration Services described in Exhibit I for Level II Features and charge Customer the rates below for each coverage feature: ----------------------------------------------------------- Feature Charge ----------------------------------------------------------- Bodily Injury * Personal Injury Protection * Uninsured/Underinsured Motorist Bodily Injury * Property Damage * Collision and Uninsured/Underinsured Motorist Property Damage * Comprehensive * Towing and Labor Only * Rental * Record Only * Medical Payments * Safety Equipment * Deductible Coverage * In the event Customer requests that IMS provide Claim Administration Services for a feature(s) not specified above, Customer and IMS will negotiate IMS' charge for handling the feature. IV. In addition to the fees per coverage feature described in Section II and Section III above, Customer will pay IMS, for every claim file set up and created by IMS on or after April 1, 2000, $___*___, where the claim contains Level I Features, or a combination of Level I and Level II Features, and $___*___ where the claim contains only Level II Features. V. Additional Claims Services Fees and Terms The following additional fees and terms will apply to the Claim Administration Services provided by IMS to Customer for both Level I and Level II Features, and are in addition to the Services Fees described in Sections II, III and IV of this Schedule B: A. Customer will pay IMS $___*___ per claim file for Claim Administration Services performed on claims where IMS performs an investigation, but is unable to establish a feature in the claim system. The file set up fee for these claims will be $___*___ for those claims where no activity was conducted on the claim file prior to April 1, 2000, and $___*___ for those claims where activity was conducted on the claim file prior to April 1, 2000. B. Customer will pay IMS the greater of $___*___ or __*__ of the net salvage (including owner retained) recovery obtained by IMS on Customer's behalf. C. Customer will pay IMS __*__ of the net subrogation recovery obtained by IMS on Customer's behalf. D. Customer will pay IMS $___*___ per claim file referred to the IMS Special Investigation Unit. E. Customer will pay all claim expenses and costs, including outside vendors whose fees or costs are attributable to claim handling, as pass-through expenses, except the costs of police reports and auto appraisals (excluding total loss evaluations). F. Customer will pay all claim expenses where the expense was incurred but not paid prior to April 1, 2000. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 17 G. IMS will pay Customer $___*___ for every appraisal performed by Customer's appraisers at IMS' request where geographically appropriate. H. Data communication line charges (used by IMS solely for Customer) will be a pass through expense to Customer. I. IMS will pay Customer $___*___ for every reinspection performed by Customer's reinspectors at IMS' request. J. IMS will complete Customer's claim detail form ("Claim Detail Form"). Customer will pay IMS $___*___ for every Claim Detail Form completed by IMS on Customer's behalf. VI. Claim Feature Review In the event the average number of features per claim exceeds __*__, Customer reserves the right to review / re-negotiate the features charges portion of this Agreement. Additionally, if the number of features closed without payment as a percentage of opened features exceeds __*__, Customer reserves the right to review / re-negotiate the features charges portion of this Agreement. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. 18 SCHEDULE C CLAIMS STANDARDS IMS will meet the Claims Standards described in this Schedule C in the performance of the Claim Administration Services for Level II features only, provided all policy and underwriting information required for proper claim handling is timely received by IMS. Customer will provide confirmation of coverage in the form of the policy declarations or coverage screens. The provisions of this Schedule C will apply to services performed from the Effective Date of this Agreement. 1. IMS will establish a claim file case reserve within 15 Calendar Days of the first notice of the loss or the date of coverage confirmation, on 90% of the new Collision, Comprehensive, Property Damage, UM/UIM Property Damage, Towing & Labor, Rental, and Safety Equipment features, received each month. IMS will establish a claim file case reserve within 30 Calendar Days of the first notice of the loss or the date of coverage confirmation, on 98% of the new Collision, Comprehensive, Property Damage, UM/UIM Property Damage, Towing & Labor, Rental, and Safety Equipment features, received each month. 2. IMS will establish a claim file case reserve within 90 Calendar Days of the first notice of the loss, the claimed injury, or the date of coverage confirmation, on 98% of the new Bodily Injury, Personal Injury Protection, UM/UIM Bodily Injury, Medical Payments features, received each month. 3. IMS will reinspect an average of 15% of all vehicle repair estimates per month. The reinspections will be chosen based on market dynamics and inspection quality. 4. IMS will contact 85% of insureds/claimants within one (1) Business Day from the date the claim is reported or from the date the insured/claimant is identified, whichever occurs first. IMS will contact 100% of the insureds/claimants within three (3) Business Days from the date the claim is reported or from the date the insured/claimant is identified, whichever occurs first. "Contact" is defined as a telephone conversation with the insured/claimant, or leaving a message for the insured/claimant on a recorded message device or with another person, or mailing a contact card to the insured/claimant's last known address via regular mail, which advises them that the claim representative has been unsuccessful in reaching them, and requests that they contact the claim representative. 5. IMS will inspect 90% of covered vehicles with claimed damage in excess of $1500.00 within three (3) Business Days from the date the vehicle location is identified by IMS, when the vehicle is located within a major metropolitan area. 6. IMS will inspect 80% of all supplemental claims of covered vehicle damage where the original vehicle damage appraisal exceeds $3,000 and the supplemental damage claim exceeds 15% of the original appraisal. 7. IMS will inspect 20% of supplemental claims of covered vehicle damage where the original vehicle damage appraisal is less than $3,000. 8. IMS will manage rental losses by appraising vehicles after tear down where feasible; refusing rental direct billing, minimizing rental duration through communication with the vehicle owner, and using rental companies that offer favorable rates. Cash out or pre-pay procedures will be attempted on all applicable losses. If not feasible, rental reimbursement will be paid where owed based on reasonable repair time or replacement. 9. IMS will achieve an average score per year of 3.00 out of 4.00 with 1.00 being the worst and 4.00 being the best on the Customer Feedback Survey Program. This average will be calculated by totaling the individual survey question responses on all surveys annually. IMS Claim Management will contact 100% of all those individuals who returned a survey response with an average survey rating below 2.00 per survey. 19 10. IMS will conduct recorded interviews, if permission is granted, within 15 Calendar Days (where not prohibited by local, state or other applicable law) of the first notice of the loss on 85% of new claims received each month where the claim representative determines that there is a material coverage question, questionable liability, claims involving bodily injury, or subrogation potential. A recorded statement will be taken, at the IMS adjuster's discretion, on those questionable liability claims involving property damage only. A loss within the first 30 days of policy inception, theft claims and fire claims will be referred to SIU for obtaining a recorded statement and investigation. 11. IMS will obtain a Police Report on all claims where the accident was reported to the police and a Police Report is a necessary part of the claim investigation. 12. 95% of all claim files (except glass claims, record purposes only claims and catastrophe claims) will contain an Adjuster Claim File Report and an Updated Action Plan as the claim file develops. 13. Reinspection Program Exception Rates for reinspections performed by external appraisers will not exceed 5% error ratio. Reinspection Program Exception Rates for reinspections performed by internal staff appraisers will not exceed 7% error ratio. 14. Net Salvage Recovery (which is defined as the percentage of vehicle value after expenses) will be targeted at 13% unless relevant local, state or federal law makes this goal unreasonable or unobtainable. 15. IMS Claim Supervisors or Managers will complete fifteen (15) of IMS' internal Quality File Reviews on open or closed claim files per Adjuster per Quarter, including a proportionate number, but no less than twenty (20), of Customer's claim files. 16. IMS will achieve a minimum score of 90% on all Internal Audits conducted, which will include a proportionate number of Customer's claim files. A score of "90%" means that 90% of the quality items reviewed obtained a score of "satisfactory." 17. IMS will make payment on 60% of Collision Features within 15 Calendar Days of feature open date and 80% within 30 Calendar Days of feature open date.* 18. IMS will make payment on 50% of Property Damage Features owed within 25 Calendar Days of feature open date and 70% Within 45 Calendar Days of feature open date.* 19. IMS Claims Personnel will return telephone calls to insureds and claimants within 24 hours of the call's receipt. 20. IMS will comply with all prompt payment of claims acts in all states (Example: Art. 21.55, TX. Ins. Code). *Subject to review and modification after 90 days. 20 EXHIBIT I CLAIM ADMINISTRATION SERVICES IMS will perform the following Claim Administration Services on Customer's behalf in compliance with applicable law, and subject to periodic review and audit thereof by Customer throughout the term of this Agreement: I. Claim Adjusting and Program Management IMS will: A. Administer claims in accordance with the terms and conditions of Customer's insurance policies, this Agreement, and applicable state insurance laws, rules, and regulations that pertain to claim handling. B. Provide appropriate staff to service Customer's business based upon claim volume. C. Conduct internal claim file audits and quarterly file reviews. D. Utilize IMS' claim handling best practices, and for all Level I features, complete the IMS Claim Summary Sheet. E. Provide vendor management. II. Claim Adjusting Support IMS will: A. Utilize and manage external adjusters and appraisers, in field locations not staffed by IMS or customer. Decisions as to when to use external adjusters and appraisers will be made by IMS and will be based on each individual claim file and the need for external investigation in order to document the facts. B. Perform all services necessary to collect subrogation or salvage that may benefit Customer. C. Manage claim litigation through the use of external defense counsel and litigation management planning. D. Investigate insurance fraud indicators through the IMS Special Investigation Unit and conform with all filed and state specific fraud plans and any other statutory or regulatory requirements. E. Conduct and manage review of claim file medical records utilizing IMS' internal Medical Resource Unit on all applicable cases. F. Employ mechanized medical bill utilization review methods on a case-by-case basis. Customer requests the use of medical bill repricing based on International Classification of Diseases (ICD)-9 codes and Current Procedural Terminology (CPT) codes. ICD-9 Codes stands for International Classification of Diseases, 9th Revision. These codes appear on medical treatment bills and describe the diagnosis, symptoms, complaint, and condition or problem for which medical services are rendered. Current Procedural Terminology (CPT) Codes are used to report medical services and procedures performed by physicians. Customer requests the use of CAPA-certified after-market parts, on a limited basis where form, fit and structural integrity have been validated. After-market parts will not be used for structural or safety-related components. Non-structural after-market parts, such as head lamps, batteries, or appearance items, will be used whenever and wherever applicable. Customer requests the application of betterment or depreciation to automobile estimates in all states. 21 III. Claim Service Center IMS will: A. Handle and process initial loss reports received by Customer or Customer's prior vendor, only if the information submitted by Customer or Customer's prior vendor is sufficient to enter a claim into the IMS claim system. Sufficient information required to set up a claim on the AS 400 Claim System is insured name, policy number, address, telephone number, damaged property, and description of the accident. B. Provide claim adjusting core clerical support, which includes all mail processing, file control and industry reporting (e.g. index bureau, NICB, Fraud Bureau and provider of service). C. Maintain operating hours of 7:30 A.M. to 8:00 P.M. Eastern Standard Time (EST), Monday through Friday, excluding bank holidays for Florida State Banks or an IMS paid holiday (New Year's Day, Memorial Day, Independence Day, Thanksgiving Day, day after Thanksgiving, Christmas Eve (after 12:00 P.M. Eastern Standard Time) and Christmas Day). IMS will provide First Notice of Loss reporting services twenty four (24) hours per day seven (7) days per week. IV. Claim System IMS will: A. Utilize an AS400 based claim system for claim documentation and processing. B. Provide Customer with remote claim system access to the AS400 (view only) as reasonably requested by Customer subject to the fees described in Schedule B. C. Provide Customer up to ten (10) hours of initial AS400 training to Customer's representative(s) at IMS' office location at no cost to Customer, except Customer must pay its own travel expenses, including, but not limited to, hotel costs, transportation costs, and the cost of meals. D. Provide Customer with sixty (60) days written notice of a proposed material change in or enhancement to the claim system in use on the Effective Date of this Agreement. Written notice to Customer will include details of the proposed material change or enhancement. IMS will provide customer with appropriate training with respect to such proposed material change or enhancement. V. Authority Levels IMS will establish claim reserves and make claim payments on behalf of Customer, for each coverage, up to the amounts specified in the table below ("Authority Table"). Where a claim reserve amount or claim payment amount will, in IMS' judgment, exceed the amounts listed in the Authority Table, IMS will request from Customer, in writing, an increase in the authority level amounts, and Customer will promptly respond, in writing, so that the claim reserve can be established or the claim payment made. AUTHORITY TABLE*
Reserve Limit Payment Limit -------------------------- ------------------------ Level Indemnity Expense Indemnity Expense ----- ---------- ---------- ---------- --------- 1 (applies to Claim Adjuster Trainees) $5,000.00 $250.00 $2,500.00 $150.00 2 (applies to Claim Adjusters) $10,000.00 $1,500.00 $7,500.00 $500.00 3 (applies to Claim Adjusters) $25,000.00 $10,000.00 $15,000.00 $5,000.00 4 (applies to Supervisors & Technical Advisors) $50,000.00 $15,000.00 $35,000.00 $7,500.00
*Customer may modify the authority levels listed in the Authority Table upon 30 days written notice to IMS. Any such modification may result in a change to the fees described in Schedule B, Section VII. 22 VI. Catastrophe Claims IMS will: A. Adjust Customer's claims which result from a weather catastrophe. B. Deploy catastrophe claim adjusters to a catastrophe affected area where a single event results in 50 or more physical damage claims within a 20-mile radius. VII. Management Reporting IMS will: A. Provide Customer with weekly and monthly claim summary reports, the contents of which will be mutually agreed to in writing by Customer and IMS. B. Provide Customer with monthly productivity and severity detail and summary reports, the contents of which will be mutually agreed to by Customer and IMS in writing. C. Provide Customer with subrogation, Copart and Certified Collateral Corporation ("CCC") total loss reports, the contents of which will be mutually agreed to by Customer and IMS in writing. D. Provide Customer with daily incurred loss reports and daily feature count reports as mutually agreed to by Customer and IMS. E. Monthly reports will be provided to Customer on or before the third business day after the close of the month. Weekly reports will be provided to Customer on or before Tuesday of the following week. Daily reports will be provided to Customer on the next business day. VIII. Claim Account A. IMS will maintain a daily register of checks drawn on the Claims Account for each loss payment and expense. IMS will also maintain a daily register, which register shall include, for each claim or claimant, the claim number, feature code, policy number, loss date, name of the payee, date and check number of the disbursement, and the amount and purpose of the payment. B. Any monies collected by IMS for salvage, subrogation, contribution or deductible reimbursement will be deposited by IMS in the Claims Account within one business day upon receipt by IMS thereof. IX. Accounting A. IMS will issue checks related to claim handling, and provide one monthly bank account reconciliation, which includes balancing the check records back to the bank statement. B. IMS will provide no other accounting services, such as: o Annual statement support o Statistical reporting o Month-end processing o Month-end reporting EX-27.1 6 ex27-1.txt FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q. 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 4,472,245 0 3,899,146 0 0 13,089,186 17,166,571 (9,248,897) 40,074,619 6,276,747 0 0 0 128,002 32,950,343 33,078,345 0 30,682,936 0 30,861,857 0 0 (42,410) (91,175) 105,600 0 0 0 0 (196,775) (0.02) (0.02)
-----END PRIVACY-ENHANCED MESSAGE-----