RFP 12-0032 Supp Claims.pdf - Citizens Property Insurance

REQUEST FOR PROPOSAL NO.: 12–0032FORSUPPLEMENTAL CLAIMS COUNSELRefer ALL Inquiries to:Kathy King, Procurement OfficerPurchasing DepartmentCitizens Property Insurance Corporation2101 Maryland CircleTallahassee, Florida 32303Phone (850) 521–8135E–Mail: citizens.purchasing@citizensfla.com

TABLE OF CONTENTSSECTION 1 – INTRODUCTORY MATERIALS1.1 Statement of Purpose1.2 Citizens’ Background1.3 Taxes1.4 Contract Term1.5 Calendar of Events1.6 Procurement Officer Contact Information1.7 No Contact or LobbyingSECTION 2 – SCOPE OF SERVICES2.1 Project Background2.2 Definitions2.3 Contracted Services2.4 Citizens’ Guidelines for Legal Services2.5 Malpractice InsuranceSECTION 3 – RESPONSE INSTRUCTIONS & EVALUATION CRITERIA3.1 Questions3.2 Submission of Response3.3 Format and Contents3.4 Review and Evaluation Process3.5 Vendor’s Representation and AuthorizationSECTION 4 – SOLICITATION GENERAL CONDITIONS4.1 Acceptance/Rejection4.2 Appeal Process4.3 Costs of Preparing Solicitation4.4 Disposal of Solicitations4.5 Electronic Posting of Award4.6 Firm Response4.7 Rules for Withdrawal4.8 Minor Irregularities/Material Deviations4.9 Misrepresentation4.10 No Prior Involvement and Conflicts of Interest4.11 Rejection of Responses4.12 Tie Breaking Process4.13 Verbal InstructionsATTACHMENTS:The below list of forms and documents pertain to this competitive solicitation. It is the Vendor’sresponsibility to review and submit all requested forms and information with their response.Attachment A – Fee SchedulesAttachment B – Citizens’ Guidelines for Legal Services (Claims)Attachment C – Confirmation and Acceptance of Citizens’ Outside Counsel Guidelines (Claims) andSupplemental Claims Counsel Contract (Draft)NOTE: Completion and submission of Attachment C confirms acceptance of Citizens Standard TermsRFP No.: 12–0032, Supplemental Claims CounselPage 2 of 22

and Conditions located in Attachment E, Claims Supplemental Claims Counsel Contract (Draft)Attachment D – Firm Information FormAttachment E – Supplemental Claims Counsel Contract (Draft)Attachment F – FSBE, MBE & FBE Declaration FormAttachment G – Litigation, Claims or Regulatory Action FormAttachment H – Vendor Conflict of Interest Disclosure Form (Form No. 501b)Attachment I – Citizens Code of EthicsMANDATORY SUBMISSION REQUIREMENTSIn order to ensure that all required information is submitted, provided below is a checklist of mandatoryrequirements which the Vendor shall submit with their response. Failure to meet these requirementsand submit applicable information in your response will result in your response being disqualified and nofurther evaluation will take place.REQUIREMENTResponse submitted according to the deadline andto the correct location, sealed and clearly markedOne (1) signed original hard copy of the responseADDITIONAL SUBMISSION DOCUMENTSSECTION(S)Section 3.2, Submission of ResponseSection 3.3.1 A), Mandatory SubmittalRequirements/Forms and DocumentsProvided below is a checklist of non–mandatory documents that also apply. Failure to meet theserequirements and submit all requested information in your response may result in your responsereceiving a lower score from one or more Evaluators.REQUIREMENTATTACHMENT/SECTION(S)One (1) compact disk (CD) of the original responseOne (1) identical electronic version of its responseon a compact disk (CD). This CD should be labeled“Redacted Response” and be voice of anyinformation the Vendor deems exempt fromFlorida’s public record lawOne (1) additional identical hard copy of originalresponseSection 3.3.1, Mandatory SubmittalRequirements/Forms and DocumentsSection 3.3.1, Mandatory SubmittalRequirements/Forms and DocumentsSection 3.3.1, Mandatory SubmittalRequirements/Forms and DocumentsAttachment A, Fee SchedulesAttachment C, Confirmation and Acceptance ofCitizens’ Guidelines (Claims) and SupplementalClaims Counsel Contract (Draft)Attachment D, Firm Information FormSection 3.3.1, Mandatory SubmittalRequirements/Forms and DocumentsSection 3.3.1, Mandatory SubmittalRequirements/Forms and DocumentsSection 3.3.1, Mandatory SubmittalRequirements/Forms and DocumentsRFP No.: 12–0032, Supplemental Claims CounselPage 3 of 22

Attachment F, FSBE, FBE & MBE Declaration Form(if applicable)Attachment G, Litigation, Claims or RegulatoryAction FormAttachment H, Vendor Conflict of Interest DisclosureFormSection 3.3.1, Mandatory SubmittalRequirements/Forms and DocumentsSection 3.3.1, Mandatory SubmittalRequirements/Forms and DocumentsSection 3.3.1, Mandatory SubmittalRequirements/Forms and DocumentsNarratives for Firm Overview and Firm Principal andStaffingSection 3.3.2, Service Area Category 2,First Party PropertyNarratives for Firm Overview and Firm Principal andStaffingSection 3.3.3, Service Area Category 3,Third Party LiabilityNarratives for Firm Overview and Firm Principal andStaffingSection 3.3.4, Service Area Category 3,SubrogationMANDATORY REQUIREMENTS FOR RECOMMENDED VENDOR(S)All Vendors recommended for award shall submit the following documents prior to execution ofcontract.REQUIREMENTATTACHMENT/SECTION(S)Current W–9 FormProof Malpractice Insurance (minimum of $500,000in the aggregate)Section 2.5, Malpractice InsuranceSPECIAL NOTE(S):The conditions listed below pertain to this competitive solicitation and are important for each Vendor toread and understand. It is the Vendor’s responsibility to review and submit all requested forms andinformation with their response in accordance with all language specified in this solicitation.1. Mandatory Requirement: When an item is identified in this solicitation as “shall submit” suchitem is a mandatory component of the Vendor’s response. Failure to provide the specifieddocument or information identified as “shall submit” in your response will result in rejection ofthe response.RFP No.: 12–0032, Supplemental Claims CounselPage 4 of 22

SECTION 1INTRODUCTORY MATERIALS1.1 STATEMENT OF PURPOSE: Citizens Property Insurance Corporation (Citizens) is seekingProposals from Vendors capable of providing Claims legal services in three specific areas.These service area categories include (1) First Party Property, (2) Third Party Liability and (3)Subrogation.A Vendor may bid on any one (1), any combination, or all of the three (3) Service AreaCategories listed above. Each Service Area Category is scored independently. AVendor’s score in any Service Area Category has no effect, negative or positive, on anyother Service Area Categories for which a Vendor submits a proposal. No additionalpoints are awarded for submitting a response for more than one Service Area Category.Citizens’ intent is to select a sufficient number of law firms to supplement the existing panel ofqualified counsel to supply its legal needs in the claims–related Service Area Categories of FirstParty Property, Third Party Liability and Subrogation. Citizens will assign work at its discretionand no guarantee of work is provided.First Party Property insurance matters typically involve pre–suit coverage analysis andExaminations Under Oath (EUO), as well as litigation of breach of contract issues related towindstorm, contractual appraisal, sinkhole, fire/arson, water, tile and related coverage issues.Selected Vendors may also be asked to provide additional Claims legal services as needed.Third Party Liability Matters typically involve pre–suit liability/coverage analysis and litigationdefense of Citizens’ insureds. Selected Vendors for this category may also be asked to provideadditional Citizens Claims legal services as needed.Subrogation services typically involve pre–suit evaluation, litigation, appeals arising out ofsubrogation litigation, and the collection of monies or material that may be owed Citizens. Forthe purposes of this solicitation Citizens is seeking Subrogation legal services only forrecovery/collections values that are (1) Less than $10,000 or (2) Over $100,000.NOTE:• This solicitation applies only to claims–related representation arising out of a Contract forinsurance issued by Citizens;• Vendors currently providing claims legal services to Citizens, that were issued a contractunder the prior solicitation for claims legal services that took effect on February 15, 2011,are not contemplated by this solicitation and shall not submit a proposal for service areacategories for which such contract pertains (no evaluation for services alreadycontracted will be performed), however such vendors may submit a proposal foradditional services not currently contracted; such vendors will continue to be consideredfor future claims legal services in accordance with the existing contract;• Vendors currently providing claims legal services to Citizens, that were not issued acontract under the prior solicitation for claims legal services that took effect on February15, 2011, will have to submit a proposal to be considered to provide future claims legalservices;• Vendors currently handling Citizens claims legal services assignments, that were notissued a contract under the prior solicitation for claims legal services that took effect onFebruary 15, 2011, will continue to provide services for these specific assignments, butwill not be eligible to receive additional assignments unless awarded a contract basedupon this solicitation process; and• Vendors providing other types of legal services to Citizens (non–claims relatedassignments) are not contemplated by this solicitation; however any such Vendor willneed to respond to this solicitation if it wants to be considered for award to provideRFP No.: 12–0032, Supplemental Claims CounselPage 5 of 22

Citizens claims legal services.Citizens’ intent is to partner with one or more Vendors who can provide services, as indicatedwithin this document and any addenda that may be issued via Citizens’ Website located at(https://www.citizensfla.com/about/purchasing–solicitations.cfm). Each Vendor must familiarizeitself with the general requirements before submitting a response.It is the Vendor’s obligation to check Citizens’ Website to ensure that any and all addendaare incorporated into its solicitation Proposal.1.2 CITIZENS’ BACKGROUND: In 2002, the Florida Legislature created Citizens, a not–for–profitgovernment entity, whose public purpose is to provide property insurance to applicants who arenot able to purchase coverage in the private insurance market.Citizens’ is governed by Section 627.351(6) Florida Statutes and operates pursuant to a Plan ofOperation that is approved by the Financial Services Commission of the State of Florida. Citizensoperations are supervised by a Board of Governors comprised of eight (8) members who areappointed by the Governor, CFO, President of the Senate and Speaker of the House. Additionalinformation about Citizens is available at Citizens’ website: https://www.citizensfla.com.1.3 TAXES: Citizens is a State of Florida legislatively created governmental entity which does notpay Federal Excise or State sales taxes on direct purchases of tangible personal property.Citizens will not pay for any personal property taxes levied on Vendor for any taxes levied onemployees’ wages.1.4 CONTRACT TERM: The contract term is anticipated to be approximately three and one–half (31/2) years ending 12:01 a.m. ET February 15, 2016 and, at Citizens’ discretion, have two (2) one(1) year renewal terms. All terms, conditions and pricing will remain fixed for the term of thecontract unless otherwise specified in the solicitation.1.5 CALENDAR OF EVENTS: Listed below are this solicitation’s important events and thecorresponding dates and times. These timeframes are subject to change at Citizens’ solediscretion. It is a Vendor’s responsibility to comply with these timeframes and to monitor Citizens’website for any changes.CALENDAR OF EVENTSDATE: TIME: ACTIONS:August 13, 2012Solicitation ReleasedAugust 28, 20124:00 PM ESTQuestions Deadline: Deadline forsubmission (as specified in Section 3.1 toCitizens.September 7, 2012Answers Posted: Answers to Questionsposted on Citizens’ website.September 19, 20122:00 PM EST Response Deadline: Deadline for allresponses to be submitted to Citizens.1.6 PROCUREMENT OFFICER CONTACT INFORMATION: The Procurement Officer and point ofcontact for this solicitation is:Kathy King, Procurement OfficerPurchasing DepartmentCitizens Property Insurance Corporation2101 Maryland CircleTallahassee, Florida 32303RFP No.: 12–0032, Supplemental Claims CounselPage 6 of 22

Phone (850) 521–8135E–Mail: citizens.purchasing@citizensfla.com1.7 NO CONTACT OR LOBBYING: Vendors shall not contact, directly or indirectly, any employee,representative or Board of Governors member for the purposes of influencing or attempting toinfluence an award or other final decision. A Vendor may, as an exception to this prohibition,contact the named Procurement Officer or their designee. The provisions of this section shallbegin the date this solicitation is released and continue until the earlier of: the Board renderingan award for this solicitation, or the rejection of all responses. Any contact prohibited by thissection may disqualify a Vendor from further consideration.RFP No.: 12–0032, Supplemental Claims CounselPage 7 of 22

SECTION 2SCOPE OF SERVICES2.1 PROJECT BACKGROUND: Citizens is seeking qualified legal firms that have developed theexpertise to plan and conduct comprehensive claims evaluation, analysis and litigation strategy.In litigation, counsel must possess the ability to dispose of cases efficiently before trial throughaggressive motion practice, and during trial to present cases in a manner persuasive to judgesand juries. Additionally, they must be able to identify and engage subject matter experts, assistwith internal and external communications and monitor each step of the process for efficiency andcost control.Citizens’ intent is to select a sufficient number of law firms to supplement the existing panel ofqualified counsel to supply its legal needs in the claims–related Service Area Categories of FirstParty Property, Third Party Liability and Subrogation. Citizens will assign work at its discretionand no guarantee of work is provided.2.2 DEFINITIONS:• Associate – means an attorney that does not have a shareholder–type interest in the firm;• Board Certification – means certification by the Florida Bar in a designated area ofpractice;• Citizens Contract Manager – means Citizens’ departmental representative who will beresponsible for administrating the daily functions of the Contract for Citizens;• Conflict Check – means a process by which an attorney ensures his/her representation ofone client is not adverse to another client;• Contract – means the written agreement between Citizens and a Vendor, to which theterms and conditions specified in this solicitation are incorporated by reference;• Employee, Staff, and Personnel – means any person or other representative of theVendor;• EUO – means Examination Under Oath;• Fail – means the Vendor’s response did not satisfy the solicitation requirement(s);• File Handler – means Citizens’ representative handling matters;• First Party Litigation – means litigation between an insured and the insurance carrier;• First Party Property Matters – means matters arising from a contract of insurancebetween an insured and the insurance carrier;• LEDES Codes – means Legal Electronic Data Exchange Standard Codes;• Matter – means assignment requiring legal representation;• Paralegal – means a person with legal skills who is not an attorney, and who works underthe supervision of an attorney in performing various tasks relating to the practice of law;• Partner – means an attorney that has a shareholder–type interest in the firm; typicallyassociated with a greater level of experience than an Associate attorney;• Pass – means the Vendor’s response satisfied the solicitation requirement(s);• Response –– means all materials submitted by Vendor pursuant to the solicitationinstructions. Depending on the type of solicitation, these materials may also be referredto as the “bid” or the “proposal”;• Shall Submit – means an item identified in the solicitation that is a mandatory responserequirement. Failure to provide the specified document or information in the Vendor’sresponse at time of receipt will result in rejection of the response;• SIU Investigation – means Citizens’ Special Investigative Unit’s investigation regarding aRFP No.: 12–0032, Supplemental Claims CounselPage 8 of 22

claim;• Subrogation – means the process by which the insurance carrier stands “in the shoes” ofan insured to seek reimbursement from another party that may be liable for damagespaid by the insurance carrier; for this solicitation appeals arising out of Subrogation areincluded in the “Subrogation Matters” service area category;• Subcontractor – means a legal entity that the Vendor intends to use for any part of theperformance obligations, duties or services to be performed;• Third Party Litigation – means litigation between an insured and a party unrelated to thecontract of insurance;• Third Party Liability Matters – means matters in which a party unrelated to the contract ofinsurance makes a claim for damages against the insured;• Trade Secrets – means any information considered exempt from public recordsdisclosure as a trade secret under Florida law;• UTBMS Codes – means Uniform Task Based Management System;• Vendor – means an entity that responds to this solicitation; and• Vendor’s Records – means any books, works, documents, or other records of Vendorrelated to this Contract.2.3 CONTRACTED SERVICES: Citizens prefers Vendors with extensive experience and whodevote the majority of their practice to defense and representation involving claims–relatedmatters in one or more of the following Service Area Categories: (1) First Party Property, (2) ThirdParty Liability and (3) Subrogation as described below:2.3.1 Service Area Categories:A) First Party Property – All matters arising from a contract of insurance betweenCitizens and its insured, including but not limited to:• Pre–Suit Coverage Analysis• Examinations Under Oath• Pre–Suit ADR, including Contractual Appraisal• Litigation arising out of disputes involving the contract of insuranceB) Third Party Liability – All matters in which a party unrelated to the contract ofinsurance makes a claim for damages against the insured, including but not limitedto:• Pre–Suit Liability/Coverage Analysis• Pre–Suit ADR• Litigation related to disputes arising out of the contract of insuranceC) Subrogation – For the purposes of this solicitation Citizens is seekingSubrogation legal services only for recovery/collections values that are (1)Less than $10,000 or (2) Over $100,000. All matters involving the process by whichCitizens seeks collection of monies or materials, related to or arising out of a claimsmatter, from another party that may be owed to Citizens, including but not limited to:• Pre–Suit Liability/Damages Analysis• Pre–Suit Collections/Recovery• Litigation arising out of collections/recovery disputes (including appeals)Additionally, for the purposes of this solicitation, appeals arising out of Subrogationare included in the “Subrogation” service area category.RFP No.: 12–0032, Supplemental Claims CounselPage 9 of 22

services, as needed.Firms retained to provide EUO services may also work closely with Citizens’Special Investigation Unit (SIU).D) Subrogation Contingency Fee Schedule:Citizens will pay no more than the maximum percentage of the total amount of theactual recovery as listed in Attachment A, Fee Schedule, Table 3. A Vendor mayoffer to provide a reduced maximum percentage in its response. If a Vendoroffering a reduced maximum percentage is selected to provide Subrogationservices, the reduced offer will be the maximum percentage paid by Citizens duringthe contract period. A Vendor selected to provide Subrogation services may adjustits contingency fee percentage downward, at its discretion, at the time of anindividual case assignment.A Vendor that wishes to be considered for Subrogation Contingency Feeassignments must indicate its agreement to accept assignments at the maximumpercentage, in Attachment A, Fee Schedules, Table 3, or its reduced offer inAttachment A, Fee Schedules, Table 3A, in the Subrogation Contingency Feeagreement by signing the appropriate area of Attachment A, Fee Schedules;2.4 CITIZENS’ GUIDELINES FOR LEGAL SERVICES: Attachment B, Citizens’ Guidelines for LegalServices (Claims) defines the on–going contractual requirements, procedures and deliverables tobe followed for providing legal services per this solicitation for selected Vendors.2.5 MALPRACTICE INSURANCE: The Vendor shall maintain in effect, at its sole expense, legalmalpractice insurance of $500,000 in the aggregate. Upon request, Vendor shall provideCitizens’ Contract Manager with a copy of the Certifications of Insurance.RFP No.: 12–0032, Supplemental Claims CounselPage 11 of 22

SECTION 3RESPONSE INSTRUCTIONS & EVALUATION CRITERIA3.1 QUESTIONS: During the open question period, which ends on the date and time specified inSection 1.5, Calendar of Events, Vendors may submit questions in writing to the ProcurementOfficer related to this solicitation.Citizens will post answers to the Questions on Citizens’ website in accordance with the Calendarof Events so all questions and answers are available at the same time to all potential Vendors.Vendors should continue to monitor Citizens’ website.All solicitation documents and all addenda to the solicitation will be posted on Citizens’ website. Itis the Vendor’s obligation to monitor Citizens’ website to review addenda.3.2 SUBMISSION OF RESPONSE: The purpose of the Vendor’s response is to demonstrate itsqualifications, competence and capacity to provide services in conformity with the requirementsas outlined by this solicitation.MANDATORY RESPONSE REQUIREMENT: Vendor shall submit its response to the addressbelow on or before the date and time specified in Section 1.5, Calendar of Events or the Vendor’sresponse will be rejected as untimely.Attn: Kathy King, Procurement OfficerCitizens Property Insurance Corporation2101 Maryland CircleTallahassee, Florida 32303Clearly identify what solicitation your response is for on the front of your submittal as follows:RFP No.: 12–0032, Supplemental Claims CounselSection 3.3, Format and Contents describes in detail further submission requirements.3.3 FORMAT AND CONTENTS: This section prescribes the format in which the responses are to besubmitted. Any information deemed appropriate by the Vendor may be included, but is requiredto be placed within the pertinent sections.Citizens is under no obligation to look for responsive information contained in incorrect sectionsor that is not organized according to these instructions. All responses must contain the sectionsoutlined below. All responses submitted should include numbered sections clearly separatingand identifying each section as indicated below.3.3.1 Mandatory Submittal Requirements/Forms and Documents: The Vendor shallsubmit the following:A) The Vendor shall submit:• One (1) original hardcopy (marked original) response. Failure to providetimely hardcopy responses, as instructed in this document, will disqualifyyour submission;B) The Vendor should submit the following documents in this section behind TAB 1.These documents will be reviewed for Pass/Fail and completion:• Attachment G, Litigation, Claims or Regulatory Action Form; andRFP No.: 12–0032, Supplemental Claims CounselPage 12 of 22

• Attachment H, Vendor Conflict of Interest Disclosure Form (Form No.: 501b).C) THE VENDOR SHOULD SUBMIT WITH ITS RESPONSE (BEHIND TAB 1):• One (1) compact disk (CD) of the original response;• One (1) identical electronic version of its response on a compact disk (CD).This CD should be labeled “Redacted Response” and be void of anyinformation the Vendor deems exempt from Florida’s public record law;• One (1) additional identical hard copy of the original response;• Attachment A, Fee Schedules;• Attachment C, Confirmation and Acceptance of Citizens’ Guidelines for LegalServices (Claims) and Supplemental Claims Counsel Contract (Draft);• Attachment D, Firm Information Form (information only – this form will not beevaluated); and• Attachment F, FSBE, MBE and FBE Declaration Form, if applicable. Citizensencourages participation by Florida Small Business Enterprises (FSBE) asdefined in this section. Five (5) points will be awarded to each Vendor whoqualifies as an FSBE and submits a notarized Attachment F, FSBE, MBE &FBE Declaration Form in this section.Responses Submitted are Public Records: By participating in this solicitationprocess and submitting a response, a Vendor acknowledges the requirements ofthe Florida Public Record laws found in Ch. 119, Florida Statutes and s. 24(a),Art. I of the Florida Constitution (the “Public Record Laws”), and agrees to theprovisions set forth in this section.Citizens is a public entity subject to the Public Record Laws. All Vendorresponses and written communications regarding this solicitation become publicrecords upon receipt by Citizens and therefore are subject to public disclosure. Ifa vendor asserts that any portion of its response or written communication isexempt from disclosure under the Public Record Laws (a “Protected Record”)then Vendor MUST comply with the following process:1. Clearly identify each portion of its Protected Records(s) that it believes isstatutorily protected from disclosure;2. Submit a separate electronic copy of Vendor’s response or writtencommunication with only protected portions redacted; and3. Submit a separate redaction log that provides a specific statutory citationjustifying each redaction.If Vendor does not identify each portion of a Protected Record as specifiedherein, Citizens may produce Vendor’s non–redacted copy in response to apublic records request.If Vendor has complied with the provisions of this section and Citizens receives apublic record request for a Protected Record, then Citizens will produce theredacted copy provided by Vendor in response to the public record request. If arequest is made for the entire non–redacted Protected Record(s), then Citizenswill promptly notify Vendor of the request. Vendor must take immediate andaffirmative action to seek legal protection of its Protected Record(s) at issue.Citizens will not defend Vendor’s claim in regard to this section. Failure byVendor to take action in accordance with this section shall constitute a waiver ofits assertion that the Protected Record(s) are exempt from disclosure under thePublic Record Laws, and Citizens may either produce the Protect Record(s) orunilaterally submit the Protected Record(s) to the clerk of court for an in camerainspection and judicial determination to resolve the dispute.RFP No.: 12–0032, Supplemental Claims CounselPage 13 of 22

Notwithstanding the provisions of this section, in accordance with Federal orState law, Citizens will comply with any court order or government agencydirective to produce a Protected Record.INSTRUCTIONS FOR THE FOLLOWING SECTIONS. Vendors may submit proposals to beconsidered for one or more of the following Service Area Categories. Please review the followinginstructions when submitting information for one or more Service Area Categories:‣ Vendors should submit a complete set of paperwork for each Service Area Category asdefined in Sections 3.3.2 through 3.3.4.‣ Each Service Area Category will be scored independently of other Service AreaCategories (i.e. 95 points per Service Area Category applied for and potentially 5 points forFSBE qualification). A Vendor may bid on any one (1), any combination, or all of thethree (3) Service Area Categories listed in this solicitation. A Vendor’s score in anyService Area Category has no effect, negative or positive, on any other Service AreaCategories for which a Vendor submits a proposal. No additional points are awardedfor submitting a response for more than one Service Area Category. Incompletesubmission of documents for any individual Service Area Category may cause Vendor toreceive a lower score for that particular Service Area Category.‣ The evaluation committee will not: Do independent research to obtain further information other than what is submitted byVendors. Vendors will be evaluated exclusively on the information provided in thesolicitation. Abbreviated or incomplete information may cause Vendor to receive areduced score.Reference other Service Area Categories for information, i.e. profiles, etc.3.3.2 Service Area Category 1 – First Party Property: The Vendor should submit in thissection the following information behind TAB 2:A) PROPOSED FEES: Attachment A, Fee Schedules. See attachment for instructionson completing that document. Note: Vendors responding with an offer to provide FirstParty Property legal services also agree to provide EUO services at the Flat Fee rateschedule reflected in Attachment A, Fee Schedules, Table 2. For the purposes ofthis solicitation, Citizens is not seeking proposed Flat Rate fees for EUO assignmentsas these rates have been established (see Attachment A, Fee Schedules, Table 2).B) FIRM OVERVIEW: Provide a detailed narrative reflecting the capabilities of firm andbreadth of resources available for this specific Service Area Category. Narrativeshould also describe in detail the physical location of main office and satellite offices,and counties in Florida in which firm practices for this Service Area Category.Additionally, please describe any prior experience representing Citizens, whether thefirm’s relationship with Citizens was previously terminated and the circumstances thatresulted in termination.C) FIRM PRINCIPAL AND STAFFING: Provide a detailed narrative regarding the FirmPrincipal and key personnel with focus on attorneys within the firm that will representCitizens for this specific Service Area Category. Narrative should include thefollowing information for each attorney (at a minimum):• Years of experience in this Service Area Category;• Years of experience in this Service Area Category with the current firm;• Years of experience practicing in Florida in this Service Area Category;• Representative clients;RFP No.: 12–0032, Supplemental Claims CounselPage 14 of 22

B) FIRM OVERVIEW: Provide detailed narrative reflecting the capabilities of firm andbreadth of resources available for this specific Service Area Category. Narrativeshould also describe in detail the physical location of main office and satellite offices,and counties in Florida in which firm practices for this Service Area Category.Additionally, please describe any prior experience representing Citizens, whether thefirm’s relationship with Citizens was previously terminated and the circumstances thatresulted in termination.C) FIRM PRINCIPAL AND STAFFING: Provide detailed narrative regarding the FirmPrincipal and key personnel with focus on attorneys within the firm that will representCitizens for this specific Service Area Category. Narrative should include thefollowing information for each attorney (at a minimum):• Years of Experience in this Service Area Category;• Years of Experience in this Service Area Category with the current firm;• Years of Experience practicing in Florida in this Service Area Category;• Representative Clients;• Certifications or designations relevant to this Service Area Category;• Training or consultative activities performed;• Percentage of practice representing insurers;• Percentage of practice representing plaintiffs;• Courts/jurisdictions admitted to;• Experience in representing governmental entities;• Education background; and• List disciplinary action against any attorney currently employed by the Firm(include copy of web page from the Florida Bar website).Section 3.4, Review and Evaluation Process describes the processes that will be followed.3.4 REVIEW AND EVALUATION PROCESS: Citizens will conduct a comprehensive review andevaluation of all responses meeting the requirements of this solicitation. Please note thatCitizens, at its sole discretion, reserves the right at any time during the process to reject allresponses that are not in the best interest of Citizens.Only timely submitted responses will be reviewed and evaluated by staff to determine if theycomply with the required forms and documents and submission requirements listed in thesolicitation. This will be a pass/fail review. Failure to meet any of these requirements may rendera response to be a failing response and result in rejection of the entire response. Furtherevaluation will not be performed.For the purpose of review, evaluation, scoring and ranking, review categories have been dividedinto multiple sections. The following reflects the Pass/Fail criteria and the maximum number ofpoints that may be awarded by category:RFP No.: 12–0032, Supplemental Claims CounselPage 16 of 22

INSTRUCTIONS FOR THE FOLLOWING GENERAL SUBMISSION DOCUMENTS. Vendors maysubmit proposals to be considered for one or more of the following Service Area Categories.Please review the following instructions when submitting information for one or more Service AreaCategories:‣ Vendors shall submit a complete set of paperwork for each Service Area Category asdefined in Sections 3.3.2 through 3.3.4.‣ Each Service Area Category will be scored independently of other Service AreaCategories (i.e. 95 points per Service Area Category applied for and potentially 5 points forFSBE qualification). A Vendor may bid on any one (1), any combination, or all of thethree (3) service area categories listed in this solicitation. A Vendor’s score in anyService Area Category has no effect, negative or positive, on any other Service AreaCategories for which a Vendor submits a proposal. No additional points are awardedfor submitting a response for more than one Service Area Category. Incompletesubmission of documents for any individual Service Area Category may cause Vendor toreceive a lower score for that particular Service Area Category.‣ The evaluation committee will not: Do independent research to obtain further information other than what is submitted byVendors. Vendors will be evaluated exclusively on the information provided.Abbreviated or incomplete information may cause Vendor to receive a reduced score.Reference other Service Area Categories for information, i.e. profiles, etc.General Submission DocumentsSECTIONNO.PARAGRAPHNO.EVALUATION CRITERIAPOINTS3 3.3.13 3.3.1Submission of All Mandatory Forms andDocumentsAttachment F, FSBE, MBE, FBE DeclarationForm, if applicableTotal Points:Pass/Fail55 PointsSubmission and Scoring Information by Service Area CategorySECTIONNO.PARAGRAPHNO.3 3.3.23 3.3.2EVALUATION CRITERIAService Area CategoryFirst Party PropertyProposed Fees – This evaluation categorywill be scored based upon the responseprovided in accordance with thespecifications outlined in Section 3.3.2 (A)Firm Overview – This evaluation category willbe scored based upon the narrativeresponse provided in accordance with thespecifications outlined in Section 3.3.2 (B)POINTS2535RFP No.: 12–0032, Supplemental Claims CounselPage 17 of 22

SECTIONNO.PARAGRAPHNO.3 3.3.2EVALUATION CRITERIAService Area CategoryFirst Party PropertyFirm Principal and Staffing – This evaluationcategory will be scored based upon thenarrative response provided in accordancewith the specifications outlined in Section3.3.2 (C)Total Points:POINTS3595 PointsSECTIONNO.PARAGRAPHNO.3 3.3.33 3.3.33 3.3.3EVALUATION CRITERIAThird Party PropertyProposed Fees – This evaluation categorywill be scored based upon the responseprovided in accordance with thespecifications outlined in Section 3.3.3 (A)Firm Overview – This evaluation category willbe scored based upon the narrativeresponse provided in accordance with thespecifications outlined in Section 3.3.3 (B)Firm Principal and Staffing – This evaluationcategory will be scored based upon thenarrative response provided in accordancewith the specifications outlined in Section3.3.3 (C)Total Points:POINTS25353595 PointsSECTIONNO.PARAGRAPHNO.3 3.3.43 3.3.43 3.3.4EVALUATION CRITERIASubrogationProposed Fees – This evaluation categorywill be scored based upon the responseprovided in accordance with thespecifications outlined in Section 3.3.4 (A)Firm Overview – This evaluation category willbe scored based upon the narrativeresponse provided in accordance with thespecifications outlined in Section 3.3.4 (B)Firm Principal and Staffing – This evaluationcategory will be scored based upon thenarrative response provided in accordancewith the specifications outlined in Section3.3.4 (C)Total Points:POINTS25353595 PointsBefore award, Citizens reserves the right to seek clarifications and request any informationdeemed necessary for evaluation of responses. Vendors may be requested to make apresentation, provide additional references, provide the opportunity for a site visit, etc. Citizensreserves the right to require attendance by particular named representatives of the Vendor duringRFP No.: 12–0032, Supplemental Claims CounselPage 18 of 22

this solicitation process. Any written summary of presentations or demonstrations should includea list of attendees, a copy of the agenda, and copies of any visuals or handouts. This additionalinformation will become part of the Vendor’s response.Using the evaluation criteria specified above, Citizens will evaluate and rank responses and, atCitizens’ sole discretion, proceed to contract with the highest ranked Vendor(s).NOTE: Citizens’ intent is to select a sufficient number of law firms to supplement the existingpanel of qualified counsel to supply its legal needs in various areas of claims legal services.Citizens will assign work at their discretion and no guarantee of work is provided.3.5 VENDOR’S REPRESENTATION AND AUTHORIZATION: The prospective Vendor herebycertifies, by submission of a response to this solicitation, acceptance of the requirements, termsand conditions of this solicitation and all appendices and any addendum released hereto. Anyexception(s) to this solicitation (terms, conditions, etc) must be submitted in accordance with thesolicitation.RFP No.: 12–0032, Supplemental Claims CounselPage 19 of 22

SECTION 4SOLICITATION GENERAL CONDITIONS4.1 ACCEPTANCE/REJECTION: Citizens reserves the right to accept or reject any or all responsesand to make the award to the Vendor(s) who, in the opinion of Citizens, will be in the best interestof and/or the most advantageous to Citizens. Citizens also reserves the right to reject theresponses of any Vendor who has previously failed in the proper performance of an award or todeliver on time contracts of a similar nature or who, in Citizens’ opinion, is not in a position toperform properly under this award. Citizens reserves the right to inspect all facilities of Vendor(s)in order to make a determination as to the foregoing. Citizens’ reserves the right to waive anyirregularities and technicalities and may, at its discretion, request a Rebid.4.2 APPEAL PROCESS: You have a right to appeal Board action approving the procurement ofcommodities and/or services under this solicitation. You have 21 calendar days from therendering of the Board’s decision to file your appeal in writing. The 21 day appeal period isstrictly enforced. In order to file your appeal, you simply must identify the Board action beingappealed, and express your desire to appeal. It is not necessary to state your grounds for appealin your appeal request. The unavailability of records during the appeal submission period is notgrounds for failure to submit a timely appeal. All records related to the Board decision may not beavailable under the public records law prior to your appeal filing deadline. You may requestprocurement records that are public records while your appeal is pending. An appeal can only bemade from a Board decision. Any objection you may communicate regarding the action prior tothe Board’s decision does not constitute an appeal. Additionally, an appeal must be made in theproper format. Specifically, the appeal must be directed to Barry Gilway,President/CEO/Executive Director at the following address:Citizens Property Insurance CorporationAttn: Barry Gilway, President/CEO/Executive Director2312 Killearn Center Blvd., Building ATallahassee, Florida 32309Questions to the Procurement Officer do not constitute an appeal under Section 25 of the Plan ofOperation. The submission of a response to this solicitation constitutes an acknowledgement bythe vendor that Citizens is not a state agency for purposes of Chapter 287, Florida Statutes, andthat the procurement policies and procedures adopted by Citizens pursuant to Section 7(A)(12) ofits Plan of Operation prescribe the sole and exclusive remedy of an unsuccessful vendor.4.3 COSTS OF PREPARING SOLICITATION: Citizens is not liable for any costs incurred by aVendor in responding to this solicitation, including those for oral presentations, if applicable.4.4 DISPOSAL OF SOLICITATIONS: All solicitations become the property of Citizens and will be amatter of public record subject to the Public Record provisions of Chapter 119, Florida Statutes,and 24(a), Article I of the Florida Constitution. Citizens shall have the right to use all ideas, oradaptations of those ideas, contained in any response received in response to this solicitation.Selection or rejection of the response will not affect this right.4.5 ELECTRONIC POSTING OF AWARD: Citizens will electronically post a notice of award onCitizens’ website located at http://www.citizensfla.com/about/purchasing–solicitations.cfm.4.6 FIRM RESPONSE: The Procurement Officer may make an award within one hundred and eighty(180) calendar days after the date of the opening, during which period responses will remain firmand may not be withdrawn. If award is not made within one hundred and eighty (180) calendardays, the response shall remain firm until either the Procurement Officer awards the Contract orthe Procurement Officer receives from the Vendor written notice that the response is withdrawn.Any response that expresses a shorter duration may, in the Procurement Officer's sole discretion,be accepted or rejected.4.7 RULES FOR WITHDRAWAL: A submitted response may be withdrawn from consideration byRFP No.: 12–0032, Supplemental Claims CounselPage 20 of 22

written request signed by an authorized representative of the Vendor, delivered to theProcurement Officer before the opening date listed in the competitive solicitation. Any responsesubmitted, and not properly withdrawn, shall remain a valid response for one hundred and eighty(180) calendar days after the opening date. All responses submitted shall remain property ofCitizens and may be subject to the Public Record provisions of Chapter 119, Florida Statutes and24(a), Art. I of the Florida Constitution.4.8 MINOR IRREGULARITIES/MATERIAL DEVIATIONS: Citizens reserves the right to accept orreject any and all responses, or separable portions thereof, and to waive any minor irregularity,technicality, or omission if Citizens determines that doing so will serve Citizens’ best interests.Citizens may reject any response with a material deviation or response not submitted in themanner specified by the solicitation documents.4.9 MISREPRESENTATION: All information provided and representations made by the Vendor arematerial and important and will be relied upon by Citizens in awarding the contract. Anyintentional or negligent misstatement may be treated as a fraudulent inducement to award Vendorthe contract and a fraudulent concealment from Citizens of the true facts relating to submission ofthe response. A misrepresentation may be punishable under law, including, but not limited to,Chapter 817 Florida Statutes. Furthermore, any misrepresentation may be immediate groundsfor termination of any contract related to this solicitation and said Vendor will not be able toparticipate in future solicitations or other business opportunities with Citizens for the duration ofthis contract term, including renewal period.4.10 NO PRIOR INVOLVEMENT AND CONFLICTS OF INTEREST: The Vendor may notcompensate in any manner, directly or indirectly, any officer, agent or employee of Citizens forany act or service which he/she may do, or perform for, or on behalf of, any officer, agent, oremployee of the Vendor. No officer, agent, or employee of Citizens may have any interest,directly or indirectly, in any contract or purchase made, or authorized to be made, by anyone for,or on behalf of, Citizens. The Vendor shall have no interest and shall not acquire any interest thatwill conflict in any manner or degree with the performance of the services required under thissolicitation.4.11 REJECTION OF RESPONSES: Submission of a response indicates acceptance by Vendor ofthe conditions contained in this solicitation, and any attachments unless otherwise specified, asindicated in the competitive solicitation. Citizens, in its sole discretion, may reject any and allresponses. Submission of a response indicates acceptance by Vendor of the conditionscontained in this solicitation, and any attachments including the Standard Terms and Conditions.Citizens, in its sole discretion, may reject any and all responses.4.12 TIE BREAKING PROCESS: In the event a tie occurs in price and/or score between two (2) ormore Vendors during a competitive solicitation, Citizens will determine the recommended Vendorfor award based upon the following criteria (listed in order of priority):• All goods/services of the Vendor are manufactured/performed in Florida;• The Vendor has implemented a drug–free workplace program that meets therequirements of Section 287.087, Florida Statutes;• All goods/services of the Vendor are manufactured/performed in the United States; and• Certain foreign manufacturers with employees in Florida, as designated in Section287.092, Florida Statutes.If none of the above criteria resolves the tie, Citizens shall conduct a coin toss to determine therecommended Vendor for award. The tied Vendors will be informed of the tie, and will beprovided with reasonable notice of the time and location of the coin toss, which they may attend.The Director of Purchasing Services or designee will ensure at least one (1) witness is presentduring the coin toss and document the results.4.13 VERBAL INSTRUCTIONS: No negotiations, decisions, or actions shall be initiated or executedby the Vendor as a result of any verbal discussions with a Citizens’ employee. Only writtencommunications from authorized Citizens staff will be considered as authorized on behalf ofRFP No.: 12–0032, Supplemental Claims CounselPage 21 of 22

Citizens. Only written communications from the Vendor signed by an authorized representativewill be recognized by Citizens.END OF DOCUMENTRFP No.: 12–0032, Supplemental Claims CounselPage 22 of 22

ATTACHMENT AFEE SCHEDULESRFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELSECTION 1 – FIRST PARTY PROPERTY & THIRD PARTY LIABILITY SERVICEAREASMAXIMUM HOURLY RATE FEE SCHEDULEThe Hourly Rate Fee Schedule applies to the following Service Areas:• First Party Property;• Third Party LiabilityCitizens is committed to contracting with Vendors that demonstrate the ability to providehigh quality legal representation at a price that accurately reflects market conditions andCitizens’ fiscal responsibilities as a government entity. The maximum hourly rateCitizens will pay is listed below in Table 1. Citizens will disqualify without further reviewor evaluation any response that proposes a higher rate. A responding Vendor may offerreduced hourly rates. Offers of a reduced rate must correspond with the followingcategories in Table 1. The reduced hourly rate offered by a selected Vendor is themaximum hourly rate that the Vendor will be paid during the contract period.Vendors responding with an offer to provide First Party Property and / or ThirdParty Liability legal services also agree to provide EUO services at the Flat Feerate schedule reflected in Table 2. For the purposes of this solicitation, Citizensis not seeking proposed Flat Rate fees for EUO assignments as these rates havebeen established (see Table 2 below).A Vendor that wishes to be considered for hourly rate assignments must indicate itsacceptance of the hourly rate listed in Table 1, or their reduced rate in Tables 1A and1B by signing the appropriate area on the last page of this attachment.TABLE 1Maximum Hourly RatesFirst Party Property &Third Party Liability Service AreasSERVICERATE FOR:Partner Associate ParalegalGeneral Matters $175/hr $135/hr $85/hrComplex Matters $225/hr $135/hr $85/hrSpecial Project $225/hr $135/hr $85/hrPage 1 of 5

ATTACHMENT AFEE SCHEDULESRFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELVendors offering a reduced hourly rate for General Matters, Complex Matters and /orSpecial Projects should indicate such rate(s) in the worksheet below for each servicearea for which the Vendor would like to be considered.SERVICETABLE 1AHourly RatesFirst Party Property Legal MattersRATE FOR:Partner Associate ParalegalGeneral Matters $ _______/hr $ _______/hr $ _______/hrComplex Matters $ _______/hr $ _______/hr $ _______/hrSpecial Projects $ _______/hr $ _______/hr $ _______/hrTABLE 1BHourly RatesThird Party Liability Legal MattersSERVICERATE FOR:Partner Associate ParalegalGeneral Matters $ _______/hr $ _______/hr $ _______/hrComplex Matters $ _______/hr $ _______/hr $ _______/hrSpecial Projects $ _______/hr $ _______/hr $ _______/hrPage 2 of 5

ATTACHMENT AFEE SCHEDULESRFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELS ECTION 2 - EXAMINATIONS UNDER OATH FLAT FEE AGREEMENTAssignments for Examinations Under Oath (EUOs) will be paid a flat fee rate as follows:Table 2Examinations Under Oath (EUO) Flat Fee RatesSERVICEFLAT FEE RATEThe Examination of one (1) person $1,500The Examination of two (2) persons in the same claim $2,000The Examination of more than two (2) persons in the sameclaim$500/ each additionalexamThe following services shall be included in the flat fee rates listed above:• Receipt of the assignment and on-going contact by telephone and email withCitizens until the conclusion of the EUO assignment;• Scheduling and correspondence with the subject(s) of the EUO and/or theirrepresentatives(s);• Review of the claim file and related material in advance of conducting the EUO;• Preparation of a written pre-examination report submitted to Citizens prior to theexamination stating the reason for, and goals of, the examination;• Travel costs and travel time to and from the examination;• Time spent conducting the examination itself; a written, post examination reportsummarizing the testimony and recommendations for future activity.• Not included in the flat fee payment is the court reporter fee, or cost of atranscript or interpreter services, as needed.Vendors responding with an offer to provide First Party Property and / or ThirdParty Liability legal services also agree to provide EUO services at the Flat Feerate. Vendors retained to provide EUO services may also work closely with Citizens’Special Investigation Unit (SIU).Flat fee EUOs include all EUOs arising out of all residential policies issued by Citizens.At Citizens’ discretion, EUOs arising out of residential matters deemed complex byCitizens’ Claims Management or Legal Services will be compensated at the General orComplex hourly rate, as described above. EUOs arising out of commercial andcommercial-residential policies are not included in the EUO Flat Fee agreement.Citizens will compensate EUO services arising out of commercial and commercialresidential policies, including EUOs arising out of claims made by insured condominiumassociations, at the General or Complex Matter hourly rate, as described above.Page 3 of 5

ATTACHMENT AFEE SCHEDULESRFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELSECTION 3 - SUBROGATION CONTINGENCY FEE AGREEMENTRecovery AmountTable 3Maximum Subrogation Contingency FeePre-Suit Matter In Litigation AppealLess than $10,000 Up to 20% Up to 20% Up to 40%$100,000 + Up to 25% Up to 25% Up to 40%For purposes of this solicitation, Citizens is seeking Subrogation legal services only forrecovery/collections values that are (1) Less than $10,000 or (2) Over $100,000.Citizens will pay no more than the maximum percentage of the total amount of the actualrecovery as listed in Table 3 above. A Vendor may offer to provide a reduced maximumpercentage in its response. If a Vendor offering a reduced maximum percentage is selectedto provide Subrogation services, the reduced offer will be the maximum percentage paid byCitizens during the contract period. A Vendor selected to provide Subrogation services mayadjust its contingency fee percentage downward, at its discretion, at the time of anindividual case assignment.A Vendor that wishes to be considered for Subrogation Contingency Fee assignments mustindicate its agreement to accept assignments at the maximum percentage, in Table 3above, or its reduced offer in Table 3A below, in the Subrogation Contingency Feeagreement below.Vendors offering a reduced subrogation contingency fee rate for pre-suit and litigationmatters should indicate such rate(s) in the worksheet below:Recovery AmountTable 3ASubrogation Contingency FeePre-Suit Matter In Litigation AppealLess than $10,000 Up to ___% Up to ___% Up to ___%$100,000 + Up to ___% Up to ___% Up to ___%Page 4 of 5

ATTACHMENT AFEE SCHEDULESRFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELSIGNATUREHourly Rate Fee AgreementIndicates agreement to accept hourly rate assignments for the rates ascontained in Table 1 or reduced rates contained in Tables 1A and 1B, whicheveris less. Acceptance of the Hourly Rate Fee also indicates acceptance of theEUO Flat Fee.Company Name:Manual Signature:Print or Type Signatory Name:Print or Type Title:Date:SIGNATURESubrogation Contingency Fee AgreementIndicates agreement to accept subrogation assignments for the maximumpercentage or the reduced percentage amount contained in the Tables 3 and 3Aabove, whichever is less.Company Name:Manual Signature:Print or Type Signatory Name:Print or Type Title:Date:Page 5 of 5

ATTACHMENT BCitizens’ Guidelines for Legal Services (Claims)RFP No.: 12-0032, Supplemental Claims CounselCitizens’Guidelines forLegal Services(Claims)Rev. 08/02/2012

Table of Contents1. OVERVIEW ....................................................................................... 41.1. Understanding the Unique Nature of Citizens Property Insurance Corporation . 41.2. State Governmental Entity ................................................................................. 51.3. Citizens’ Enabling Statute, F.S. 627.351(6) ....................................................... 51.4. Code of Ethics ................................................................................................... 51.5. Public Records ................................................................................................... 51.6. Immunity ............................................................................................................ 61.7. Professional Conduct ......................................................................................... 61.8. Depopulation and Takeouts ............................................................................... 61.9. The Assumption Agreement and Opt Outs ........................................................ 71.10. Conflict of Interest .............................................................................................. 81.11. Malpractice Insurance ........................................................................................ 81.12. Compliance with Laws ....................................................................................... 91.13. Cooperation with Other Law Firms..................................................................... 91.14. Nature of Business Relationship with Citizens ................................................... 92. LEGAL SERVICES REPORTING REQUIREMENTS ........................ 92.1 Acknowledgement of Assignment ...................................................................... 92.2 Initial Report ....................................................................................................... 92.3 Interim Report .................................................................................................. 102.4 Pre-Mediation Report ....................................................................................... 102.5 Pre-Trial Report ............................................................................................... 112.6 Post-Trial Report .............................................................................................. 113. BILLING FOR LEGAL SERVICES .................................................. 113.1 Use of Online Billing Service ............................................................................ 123.2 Budget ............................................................................................................. 123.3 Billing Cycle ..................................................................................................... 121

3.4 Format ............................................................................................................. 123.5 Authorized Billing Personnel ............................................................................ 133.6 Use of Associate / Junior Attorneys or Paralegals ........................................... 133.7 In-Firm Conferences and Memoranda ............................................................. 143.8 Multiple Attendees ........................................................................................... 143.9 Fees ................................................................................................................. 143.10 Expenses ......................................................................................................... 143.11 Travel Expenses .............................................................................................. 153.12 Expenses for Professional Services................................................................. 153.13 Vendor Bills ...................................................................................................... 153.14 Joint Defense / Split Billing .............................................................................. 153.15 Retainer ........................................................................................................... 164. DISCOVERY / MOTION PRACTICE ............................................... 164.1 Focused / Purposeful ....................................................................................... 164.2 Depositions ...................................................................................................... 164.3 Depositions of Corporate Representatives ...................................................... 174.4 Depositions of Independent Adjusters Released from Citizens ....................... 174.5 Records Production ......................................................................................... 174.6 Motions ............................................................................................................ 174.7 Experts ............................................................................................................. 185. SETTLEMENT OPPORTUNITIES / PROPOSAL FORSETTLEMENT ...................................................................................... 185.1 Settlement Demands ....................................................................................... 185.2 Proposal for Settlement ................................................................................... 185.3 Serving a Proposal for Settlement ................................................................... 185.4 Managing Litigation Strategy ........................................................................... 196. APPEALS ........................................................................................ 192

6.1 Receipt of Notice of Appeal ............................................................................. 196.2 Serve a Notice of Appeal ................................................................................. 196.3 Representation in Appellate Matters ................................................................ 196.4 Appellate Bonding Requirements .................................................................... 197. LEGAL RESEARCH ....................................................................... 197.1 Legal Research Request ................................................................................. 197.2 Legal Research Guidelines .............................................................................. 197.3 Legal Research Results ................................................................................... 208. REPRESENTATION OF INSURED IN DEFENSE OF THIRD PARTYMATTER ............................................................................................... 209. AUDIT / FILE REVIEW .................................................................... 209.1 Office of Internal Auditor .................................................................................. 209.2 Associated Fees .............................................................................................. 209.3 Document Retention ........................................................................................ 209.4 Audit Results .................................................................................................... 2110. PUBLIC COMMENT / MEDIA RELATIONS .................................... 2111. TERMINATION OF SERVICES ....................................................... 2111.1 Termination of Assignment .............................................................................. 2111.2 Receipt of Termination of Assignment ............................................................. 2112. Appendix A ..................................................................................... 2212.1 Clerical / Administrative Tasks ......................................................................... 2213. Appendix B………………………………………………………………2313.1 Vendor Travel Reimbursement Guidelines………………………………………..233

1.OVERVIEW1.1. Understanding the Unique Nature of Citizens Property InsuranceCorporationA thorough understanding of the unique nature of Citizens PropertyInsurance Corporation (Citizens) is critical to effective representation ofCitizens and its insureds.Citizens is committed to maintaining a versatile legal services plan thatencourages superior customer service, quality file handling, exceptionallegal representation and responsible cost control. Citizens’ Guidelines forLegal Services (Claims) is a manual intended to encourage a universal,consistent approach for handling all matters in which legal services arenecessary. These guidelines are centered around teamwork and flexibilityin order to ensure effective and efficient legal representation on behalf ofCitizens and its insureds.The Guidelines focus on early evaluation and planning, ongoingcommunication, and a clear delineation of responsibilities and appropriateuse of legal services. The goal is to identify the most effective and efficientcase plan, and invest resources accordingly. Through teamwork, jointaccountability and commitment to the overall ideals of Citizens PropertyInsurance Corporation, we strive to achieve superior customer service,effective relationships with the law firms representing Citizens and itsinsureds, and fiscally responsible management of matters involving legalservices.Our VisionWe aspire to be responsive stewards of the public trust, setting thestandard for courteous, prompt and professional customer service,operational efficiency and fiscal responsibility. We strive to be animportant insurance safety net for Floridians and to earn respect as avaluable partner in protecting Florida’s economic health.Our Corporate MissionOur mission is to serve the people of Florida by providing property andcasualty insurance protection and superior customer service.Our ValuesIn accomplishing our mission, we embrace the following values:• Public Service – We are committed to provide the highest quality ofservice to benefit the citizens of Florida.• Integrity – We will demonstrate steadfast adherence to our valuesand ethical code of conduct.4

• Respect – We will reflect genuine honor and respect for oneanother and those we serve.• Courtesy – We will exhibit well-mannered behavior and politenessin everything we do.• Responsiveness – We will perform with an appropriate sense ofurgency and flexibility.• Fairness – Our overriding culture is to always do the right thing.Our Claims MissionCitizens claims is a customer focused organization intent on deliveringfast, fair, honest and accurate claims service. We continuously strive tobe efficient, dynamic and committed to managing claim costs, whileadhering to the highest ethical standards.1.2. State Governmental EntityCitizens is a Florida governmental entity established pursuant to itsenabling statute, F.S. 627.351(6), and is subject to certain, but not all,laws applicable to state government entities.1.3. Citizens’ Enabling Statute, F.S. 627.351(6)It is the responsibility of any firm providing legal services on behalf ofCitizens to thoroughly review and gain a competent understanding of theenabling legislation and consider such legislation during therepresentation of Citizens or its insureds.1.4. Code of EthicsCitizens’ enabling statute imposes ethical standards on Citizens and itsemployees and board of governors. These standards include a “no gift”rule and are incorporated into Citizens’ Code of Ethics, which also appliesto vendors and law firms working with Citizens. All law firms providinglegal services on behalf of Citizens are subject to Citizens’ Code of Ethicsand are required to submit a complete and executed Vendor Conflict ofInterest Form to Citizens’ Purchasing Department. The Code of Ethics andVendor Conflict of Interest Disclosure Form are available atwww.citizensfla.com under “Purchasing”.1.5. Public RecordsCitizens is subject to Florida’s public records requirements under Chapter119, Florida Statutes and s. 24(a), Art. I of the State Constitution. Thereare various exemptions applicable to Citizens, under Citizens’ enablingstatute, including: “matters reasonably encompassed in privilegedattorney-client communications” (continues through and after conclusionof matter); claims files (until termination of all litigation and settlement of allclaims arising out of the same incident, although portions of the claimsfiles may remain exempt, as otherwise provided by law); information5

elating to negotiations for contractual services (until conclusion of thenegotiations); and under Chapter 119, including the attorney-work product(until the conclusion of litigation). Certain documents generated by theFirm in its representation of Citizens may be subject to public recordslaws, subject to applicable exemptions.Upon receipt of a public records request directed to the Firm pertaining toCitizens’ subject matter, the Firm shall immediately notify Citizens’records custodian (and the Citizens employee supervising the Firm’swork) of such request and will work cooperatively with Citizens to respondto the request, in accordance with the requirements of Chapter 119,Florida Statutes. In no event shall the Firm respond to such requestoutside of Citizens’ direction and involvement.1.6. ImmunityCitizens’ enabling statute grants immunity for all causes of action againstCitizens, except as listed by statute. Citizens acknowledges that this is aunique and novel issue for most courts and the legal community, ingeneral. As such, it is critical that Citizens be aware of any challenges toimmunity from the outset. In the event that any issues challengingCitizens’ immunity are raised in the course of litigation, such issues mustbe immediately (the same day) raised to the attention of the LitigationSpecialist and Citizens’ Legal Services Department.1.7. Professional ConductAny law firm providing legal services to Citizens shall ensure that itspersonnel complies with all applicable standards of ethics and rules ofprofessional responsibility, including the Florida Rules of ProfessionalConduct promulgated by the Florida Supreme Court for attorneyspracticing in Florida (or similar standards applicable to attorneys practicingoutside the state of Florida). Such standards include rules related toconflicts of interest and confidentiality that are intended to protect Citizensand Citizens’ information.Additionally, in keeping with vision and mission of Citizens as entrusted bythe Florida legislature, Citizens expects all attorneys and legalprofessionals acting on its behalf, or on behalf of Citizens’ insureds, toadhere to the initiatives for Professional Conduct as promoted by theFlorida Bar Center for Professionalism. (See)1.8. Depopulation and TakeoutsThe Florida Legislature authorized Citizens to develop a DepopulationProgram to reduce the number of property owners who have insurancecoverage through Citizens by encouraging new or existing privateinsurance companies to take on Citizens policies. Citizens expects itscounsel to be familiar with this process as described in Citizens’ enablingstatute, F.S. §627.351(6)(a)-(ff); and Depopulation of Citizens F.S.6

§627.3511. Counsel is also expected to be familiar with Citizens’ internalprocedures regarding depopulation and takeout carriers. A current list oftakeout carriers can be found at:https://www.citizensfla.com/about/depopinfo.cfm?type=links&show=pdf&link=/shared/depop/documents/TakeoutCompanyContacts.pdfCounsel should check these listings on a regular basis. The list provides aquick reference of other insurance carriers that may be clients of your firm.1.9. The Assumption Agreement and Opt OutsThe Assumption Agreement is a contract between Citizens and a takeoutcarrier which specifies the terms under which the rights and obligations ofa group of policies are transferred from Citizens to a takeout carrier.Citizens can only enter into assumption agreements with carriers thathave been approved for depopulation of a certain number and certaintypes of Citizens policies by the Office of Insurance Regulation. A listingof consent orders between the takeout carriers and the Office can beviewed at: http://www.floir.com/TakeoutCompanies.aspxWhen a takeout carrier is approved to assume a Citizens’ policy, it sendsan Opt Out form to notify the insured about the pending assumption andtheir right to opt out of assumption and remain with Citizens. The Opt Outform is mailed approximately 30 days prior to the scheduled assumption.Examples of takeout carrier notices of assumption and Opt Out forms canbe viewed at: http://www.citizensfla.com/about/depopinfo.cfmIf the insured does not opt out, Citizens sends a Notice of Assumption andNon-Renewal notifying the insured that the Citizens policy wassuccessfully assumed by the takeout carrier as of the date listed in theNotice of Assumption. The takeout carrier is responsible for claims with adate of loss after the assumption date. The insured is also informed thattheir Citizens policy will not be renewed.Questions regarding whether the Citizens policy or the takeout policyprovides coverage for a loss may arise. This coverage question is similarto any coverage issue involving two carriers that provide successivecoverage. However, the issue is complicated by the mid-term assumptionof a Citizens’ policy by a takeout carrier. Any claim with an unknown,unclear or debatable date of loss presents an actual or potential conflict ofinterest for a law firm that has Citizens and the assuming takeout carrieras clients.It is not a prima-facie conflict for your firm to provide legal services toCitizens and other insurance carrier clients, including takeout carriers.However, counsel must closely scrutinize all assignments to determine ifthere was an assumption, the assumption date, the date of loss, andwhether the insured exercised their right to opt out or decline assumption.7

Citizens considers it an impermissible conflict of interest for your firm torepresent Citizens and the takeout carrier when the two are co-defendantsin the same lawsuit and the date of loss is at issue. See generally FloridaBar Rules of Professional Conduct 4-7.1. It is also a conflict to represent atakeout carrier in any suit or claim in which Citizens is not a party and yourfirm alleges the date of loss occurred wholly or partially prior to theassumption date.It may also be a conflict for your firm to represent Citizens in a case whereyour firm is not able to argue the date of loss occurred after theassumption date because you represent the takeout carrier in unrelatedmatters.Your initial conflict review should also consider whether your firmrepresents insurance agents and brokers. Conflicts may also arise if yourfirm represents manufacturers of building construction products or otherproducts that may cause damage covered under a Citizens policy and/orany client that may be involved in a subrogation claim with Citizens.1.10. Conflict of InterestPrior to representing Citizens, the law firm must undertake reasonable andcustomary efforts to determine that no actual or potential conflicts ofinterest exist with any individual attorney or staff personnel working for thefirm that would bar that individual or firm from representing Citizens orCitizens’ insureds. In the event the firm hires or retains any additionalindividual attorney or staff personnel, the firm must undertake the samereasonable and customary efforts to determine whether any such conflictsmay exist.Prior to accepting any specific assignment, counsel must undertakereasonable and customary efforts to determine that no actual or potentialconflicts of interest exist that would bar counsel from representing Citizensor Citizens’ insureds.In the event an actual or potential conflict is identified, counsel shallimmediately notify Citizens. Citizens retains the right to declinerepresentation and to withdraw any pending matters with the firm in theevent of an actual or potential conflict. A waiver of conflict must beexecuted by Citizens before counsel may proceed with representation onbehalf of Citizens or Citizens’ Insured.Should any conflict of interest arise during the course of representation ofCitizens’ insured(s), the Firm will take no action that would prejudice theinterests of the insured(s) in the matter.1.11. Malpractice InsuranceThe Firm shall maintain in effect, at its sole expense, legal malpracticeinsurance of such a type and with such terms and limits as may be8

easonably associated with providing legal services on behalf of Citizens.Upon request, the Firm shall provide Citizens with the certificates ofinsurance.1.12. Compliance with LawsThe Firm will comply with all applicable laws, ordinances, rules, andregulations governing the Firm’s duties or responsibilities associated withproviding legal services on behalf of Citizens. The Firm is responsible forassuring that all persons who perform services for Citizens are properlylicensed and are maintaining compliance with all applicable lawsgoverning their conduct.1.13. Cooperation with Other Law FirmsSituations may arise when it is necessary for Citizens to retain theservices of additional counsel to work independently or in conjunction withyour Firm on common issues or matters. The Firm’s cooperation andcompliance with all requests for information, assistance and collaborationfrom Citizens or other counsel is required.1.14. Nature of Business Relationship with CitizensFor any law firm providing legal services on behalf of Citizens, the Firmacknowledges that the business relationship between the Firm andCitizens is that of an independent contractor. Nothing herein, or in anyrepresentation undertaken, shall be deemed to constitute that Citizens andthe Firm are engaged in a partnership, joint venture, or agency for anypurpose whatsoever. The Firm shall be responsible for maintaining its ownpublic liability, professional liability and malpractice insurances.2.LEGAL SERVICES REPORTING REQUIREMENTSCommunication is an essential element of our strategic partnership. It isimperative that we are informed, in a timely manner, of emerging facts, shiftingemphasis and other significant developments that impact case evaluation.2.1 Acknowledgement of AssignmentWithin five (5) business days of assignment, the Firm shall acknowledgereceipt of the newly assigned matter in writing to Citizens, including astatement acknowledging that no conflicts exist with acceptance ofassignment. Any matters of immediate concern, or information that mayresult in early resolution of the case, should be addressed in theacknowledgement letter.2.2 Initial ReportThe Initial report is due to Citizens within thirty (30) days of case or matterassignment. The Initial report should include the following informationnecessary for initial evaluation and development of case plan:9

A) Facts (Date and circumstances of loss, claim history, significantbackground information)B) DamagesC) Preliminary Liability Analysis (Anticipated defenses, legal theories,application of fact to theories, conclusions based on application offacts to theories)D) Significant Evidentiary IssuesE) Initial DiscoveryF) Initial Case Evaluation (Strength / weakness of defenses withanticipated likelihood of success, strength / weakness to Plaintiff’sassertions)G) Motion Practice (Pending or anticipated Motion(s), anticipated benefitand outcome)H) ADRI) Further Investigation / Other ActivitiesJ) Settlement Opportunities and RecommendationsK) Projected Completion Date for initial phaseL) Projected Budget tailored to specific litigation phase2.3 Interim ReportThe Interim report is intended to supplement prior reports as needed forsignificant case developments. An Interim report should be submitted assignificant case developments occur and as needed for revision of thecase plan. This report should include the following as applicable to theindividual case:A) Update DiscoveryB) Motion PracticeC) Case EvaluationD) ADRE) Further Investigation / Other ActivitiesF) Settlement Opportunities and Recommendations2.4 Pre-Mediation ReportThe Pre-Mediation report is due to Citizens no later than thirty (30) daysprior to the scheduled Mediation date. The Pre-Mediation report shouldinclude the following necessary for settlement evaluation:A) FactsB) DamagesC) Liability Analysis10

D) Significant Evidentiary IssuesE) Settlement Evaluation and Recommendations2.5 Pre-Trial ReportThe Pre-Trial report is due to Citizens no later than thirty (30) days prior tothe scheduled Trial date. The Pre-Trial report should include the followingnecessary for a comprehensive evaluation of the case and potential forsuccess at trial:A) Trial DateB) Trial Judge (Prior experience, reputation, evaluation, etc.)C) Potential Jury PanelD) FactsE) DamagesF) ADRG) Pending Pre-trial discoveryH) Pre-trial MotionsI) Significant Arguments of PlaintiffJ) Significant Defense ArgumentsK) Evaluation of WitnessesL) Updated Evaluation (Including settlement recommendations,potential judgment / verdict – best day vs. worst day outcomes,likelihood of success for defense)M) Trial Cost Estimate2.6 Post-Trial ReportThe Post-Trial report is due to Citizens within five (5) days aftertermination of the trial. The Post-Trial report should summarize theevidence and events at trial, the outcome and basis for such findings, aswell as potential for appeal by either party.A copy of all case law cited in any report and relied upon by the attorney informing his / her legal opinion should be provided to Citizens.3.BILLING FOR LEGAL SERVICESCitizens will construe each statement for legal services as a representation bythe Firm that the statement (1) has been reviewed by the attorney having primaryresponsibility for that matter, (2) accurately reflects reasonable and necessarytime, billing and expenses for that matter, and (3) complies with Citizens’ billingpolicies as described herein and applied through any billing service employed byCitizens.11

3.1 Use of Online Billing ServiceCitizens currently utilizes a computerized online billing service throughwhich all budgets/invoices for legal services must be submitted. Any lawfirm performing legal services on behalf of Citizens is expected tocooperate with and utilize any such billing services employed by Citizens.The Firm is expected to comply with Citizens’ billing procedures at its ownexpense. In the event of extraordinary circumstances preventing theFirm’s use of such services, Citizens will cooperate with the Firm todevelop an alternative method for submitting bills for legal services.3.2 BudgetFor each matter assigned to the Firm, a detailed budget is to be submittedwith the Initial Report reflecting the anticipated fees and expenses for thevarious stages throughout the assignment. Thereafter, revised budgetsshould be submitted when case developments significantly alter theexisting budget or case plan. Preparation of a budget is not a billable task,and any charges submitted for the same will not be honored by Citizens.3.3 Billing CycleThe billing on each matter is to be submitted on a monthly basis (30 daycycle). A final bill for all outstanding charges should be forwardedimmediately by the Firm upon the conclusion of each matter.Citizens will not honor interest fees, or other late fees, assess by the Firmfor any invoice submitted for payment.3.4 Format3.4.1 All billing is to be submitted in an itemized format reflecting theactual time spent on each task and shall reflect the followinginformation:A) The date the specific task was performedB) A detailed description of each task performed (Each task isto be billed separately; block billing will not be honored)C) Name or initials of the individual who performed the taskD) The amount of time, by the tenth of the hour, spent toperform each taskE) The hourly fee for the individual who performed the task,when applicableF) The total time and fees charged by each individual for theapplicable billing periodG) The total time and fees charged for all individuals for theapplicable billing period12

H) Itemized accounting of all expenses with supportingdocumentation3.4.2 Generic descriptions of tasks performed, such as the following,without further details are not acceptable:A) Review case and issuesB) Review correspondenceC) Telephone callD) Trial preparationE) Update strategyF) Motion workG) Prepare for meetingH) Receive / review documentsI) TravelJ) ResearchK) AnalysisNOTE: Preparation of an invoice is not a billable task, and any chargessubmitted for the same will not be honored by Citizens.3.5 Authorized Billing PersonnelThe Firm will designate one senior level attorney to have primaryresponsibility for each matter assigned by Citizens. Each matter isexpected to be staffed economically and effectively according to thespecific needs of the assignment. It is expected that each task is to beaccomplished by one legal professional. Pre-approval must be obtainedfrom Citizens for any given task that may necessitate more than one legalprofessional (billing should reflect the name of the Citizens’ representativeauthorizing the use of multiple personnel). Citizens will not honor feessubmitted for tasks deemed to be clerical in nature or time associated withadministrative functions (please refer to Appendix A for a list of suchtasks). Additionally, Citizens will not honor fees submitted for duplicationof efforts caused by the Firm’s staffing requirements.In an effort to ensure economic and efficient handling of each matterassigned to the Firm, no more than two attorneys (one senior levelattorney and one associate/junior level attorney) should be assigned to anindividual matter for handling throughout the life of that matter. Billing byan unauthorized attorney on an individual matter will not be honored.Should it become necessary to assign additional attorneys to the matter,prior approval from the Litigation Specialist is required.3.6 Use of Associate / Junior Attorneys or ParalegalsA balance must be struck between the efficiency a more experiencedlawyer brings to a given task and the advantages of having the taskperformed by a junior lawyer or a paralegal. In matters where the services13

of a junior attorney or paralegal are employed, Citizens expects all workperformed to be overseen and approved by a senior attorney.Citizens is not responsible for the training of law firm personnel. Althoughit is recognized that frequent reviews and conferences are necessary forthe training of new associates and paralegals, Citizens will not honorbilling for such matters.3.7 In-Firm Conferences and MemorandaUnless otherwise approved by Citizens, billing for in-firm conferences andmemoranda between attorneys or legal professionals of the same law firmwill not be honored by Citizens. Approved billing for such in-firmconferences will be authorized only when the specific need arises in orderto provide effective representation due to the unique circumstances of anassignment.3.8 Multiple AttendeesUnless otherwise approved by Citizens, fees shall be billed for only oneattorney in attendance at trial, court appearances, meetings, depositions,witness interviews, inspections and other functions.3.9 FeesAll matters are assigned for hourly billing unless alternative feearrangements have been specified by Citizens. Any changes in the hourlyrates (or alternative fee arrangements) must be pre-approved by Citizensin writing; unilateral rate or fee increases will not be honored.3.10 Expenses3.10.1 Citizens is not responsible for charges or reimbursement foroverhead office expenses incurred by the Firm. Such overheadexpenses would include the following:A) Photocopying expenses associated with the lease, purchaseor maintenance of equipment;B) Postage;C) Telephone charges (except long distance);D) Facsimile charges;E) Subscriptions, including those for legal periodicals, referencemanuals, and research materials;F) Computerized legal research access, software andsubscriptions;G) Computerized case management software or subscriptions;H) Reviewing / analyzing conflicts within the Firm;I) Local Mileage (within a 50 mile radius from the Firm’s localoffice);14

J) Parking fees;K) Courier / Delivery service (unless pre-approved by Citizensin extraordinary circumstances);L) Office supplies;M) Non-attorney / non-paralegal staff;N) Local meals or refreshments during meetings;O) Utilities or rental fees for office facilities; andP) Seminars attended by attorneys or legal professionals.3.11 Travel ExpensesLong distance travel is defined as any travel outside of a 50 mile radiusfrom the Firm’s local office. The Firm shall consult with Citizens prior toincurring any expenses associated with long distance travel as definedherein. Except as otherwise agreed to by Citizens in writing, Citizens willreimburse the Firm only for travel expenses that are necessary andreasonable in nature and amount, subject to Citizens’ Vendor TravelReimbursement Guidelines, as currently in effect and amended in thefuture. Citizens’ Vendor Travel Reimbursement Guidelines are attachedas Appendix “B”. The Firm shall be solely responsible for reimbursing allattorneys or paralegals that will perform services under this Contract fortheir travel expenses. To the extent that Citizens agrees to reimburseFirm pre-authorized travel expenses, then Citizens will reimburse the Firmfor any pre-authorized and approved travel expenses in accordance withCitizens’ Vendor Travel Reimbursement Guidelines. However, the“Reimbursement Procedure” outlined in the Citizens’ Vendor TravelReimbursement Guidelines is not applicable to the Firm; the Firm willsubmit travel expenses for reimbursement through the use of the onlinebilling services employed by Citizens.3.12 Expenses for Professional ServicesThe Firm must consult with and obtain approval from Citizens prior toincurring expenses for experts, consultants, investigators, temporaryattorneys or outside paralegals, or other professional services.3.13 Vendor BillsCharges for approved services by outside vendors, in the form of theoriginal invoice, should be submitted to Citizens for direct payment in themethod as directed by Citizens. In the event that the Firm incurs anyexpense for such services, Citizens will reimburse the Firm for the actualcost of the service. To be eligible for reimbursement, the Firm must submitthe vendor’s invoice and any other associated documentation containingthe following information: (1) Name of vendor, (2) Date charges incurred,(3) Specific description of service, (4) Identification of matter with whichservice is associated, and (5) Amount charged for service.3.14 Joint Defense / Split Billing15

Any time billed on more than one matter, including work billed to otherclients or other carriers, where a joint defense agreement exists (eitherwithin the same case or within a series of similar cases) should be splitbetween each matter at an appropriate ratio and indicate the following: (1)Total billing split, (2) Number of matters time was billed, and (3) Billingallotted to each matter.3.15 RetainerCitizens does not provide a retainer for fees or costs for legal servicesrendered on its behalf. Any retainer routinely applied by the Firm will bedeemed waived for any assignment from Citizens.Note:Citizens shall have the right to decline to pay or to seek reductionsand / or refunds for any charges that fail to comply with the billingrequirements set forth herein, and / or are not fully explained ordocumented by the Firm.4.DISCOVERY / MOTION PRACTICE4.1 Focused / PurposefulAny discovery conducted on behalf of Citizens or Citizens’ insureds shallbe focused and purposeful in light of the needs and issues associated withthe specific matter.4.2 Depositions4.2.1 The Firm should evaluate the need for each deposition and shouldonly pursue such depositions when necessitated by the uniquecircumstances of the specific matter. The Firm should evaluate theneed for transcription of the deposition; however a copy of anytranscript obtained should be provided to Citizens in a timelymanner.4.2.2 The Firm shall consult with Citizens prior to initiating any deposition,if not already approved through the case plan. The Firm shallimmediately notify Citizens of any depositions requested by otherparties, coordinate with Citizens for the scheduling of anydeposition of a Citizens representative, and provide timely updatesas to the rescheduling of any deposition.4.2.3 It is the responsibility of the Firm to ensure that all witnessestestifying on behalf of Citizens are sufficiently prepared for eachand every deposition. In the event a Corporate Representative isrequired for deposition, the Firm shall immediately notify Citizensand cooperate with Citizens Legal Department in the designationand preparation of such witness for deposition.16

4.2.4 In the event that a notice for deposition requires production of anydocuments held by Citizens, the Firm shall immediately notifyCitizens and comply with Citizens’ policies regarding recordsproduction.4.3 Depositions of Corporate RepresentativesIn any instance when the deposition of a Corporate Representative onbehalf of Citizens is requested by another party, such request must becommunicated in writing to the Litigation Specialist immediately (the sameday). Prior to designating a Corporate Representative for any purpose,Citizens requires receipt of the Notice of Deposition outlining the specifictopic areas for which a Corporate Representative is requested. Only afterCitizens’ review and careful consideration of the topic areas outlined in theNotice of Deposition will the appropriate individual(s) be designated totestify as Corporate Representative on behalf of Citizens. Additionally,Citizens requires that the Firm file a “Notice of Designation” prior toproducing any individual as Corporate Representative outlining thespecific topic areas for which the designee is offered, along with anyapplicable discovery objections. An exemplar of the “Notice ofDesignation” can be obtained from the Litigation Specialist.4.4 Depositions of Independent Adjusters Released from CitizensIn the event that a matter requires the testimony of an IndependentAdjuster that has been released from Citizens, it is the responsibility of theCitizens’ Litigation Specialist to locate, contact and make arrangementsfor the appearance of the individual.4.5 Records ProductionAs stated above, Citizens is a government entity and subject to Florida’spublic records requirements under Chapter 119, Florida Statutes and s.24(a), Art. I of the State Constitution. As such, it is imperative that the Firmconsult with Citizens prior to responding to any discovery request that mayarise out of litigation. Upon receipt of any discovery request, the Firm shallnotify Citizens in a timely manner and work closely with Citizens torespond appropriately to any requests.4.6 Motions4.6.1 The Firm should evaluate the need for motion practice, and consultwith Citizens regarding the intent and expected outcome of eachMotion.4.6.2 The Firm shall not file any of the following Motions without priorapproval from Citizens’ Litigation Specialist or Legal ServicesDepartment:A) Motion for Sanctions pursuant to F.S.57.10517

B) Motion to Dismiss for Fraud and / or MaterialMisrepresentationC) Counterclaim against a Citizens’ insuredD) Motion for Summary JudgmentE) Motion to Compel, of any type4.6.3 Upon filing of any of the following Motions by another party, theFirm must notify, and provide a copy, to the Litigation Specialistimmediately (the same day) of such Motion:A) Motion for Sanctions pursuant to F.S.57.105B) Motion to Dismiss CounterclaimC) Motion to Strike Affirmative DefenseD) Motion for Summary JudgmentE) Motion to Compel, of any type4.7 ExpertsApproval from Citizens must be obtained prior to retaining, or incurring anyexpenses, associated with any expert or consultant. In first party matters,the choice of the particular expert or consultant shall be subject toCitizens’ approval or may be selected unilaterally by Citizens.5.SETTLEMENT OPPORTUNITIES / PROPOSAL FORSETTLEMENT5.1 Settlement DemandsThe Firm shall immediately advise Citizens of any settlement demands orsettlement opportunities that may arise in each matter. The Firm shallconsult with Citizens and obtain approval prior to engaging in anysettlement negotiations on behalf of Citizens or its insureds.5.2 Proposal for SettlementThe Firm shall immediately notify Citizens of the receipt of a Proposal forSettlement and submit a copy of the Proposal for Settlement in a timelymanner. The Firm shall consult with Citizens and obtain approval prior toany acceptance or rejection of a Proposal for Settlement.5.3 Serving a Proposal for SettlementThe Firm shall not serve a Proposal for Settlement on behalf of Citizens orits insureds without prior approval from Citizens. This is not meant tointerfere with any independent offer for settlement from an insured whensuch an offer is made outside of Citizens’ contractual obligations to theinsured and for which Citizens is not responsible.18

5.4 Managing Litigation StrategyAs the primary responsibility for directing and managing litigation strategylies with the Citizens’ Litigation Specialist, he/she may handle settlementnegotiations directly with opposing counsel. In such situations, theLitigation Specialist will notify counsel of the intent to enter into directnegotiations in order to avoid confusion or contradictory communicationsto opposing counsel.6.APPEALS6.1 Receipt of Notice of AppealThe Firm shall immediately advise Citizens of the receipt of a Notice ofAppeal and submit a copy of the Notice in a timely manner. The Firm shallobtain Citizens’ approval prior to taking any action in response to theNotice of Appeal.6.2 Serve a Notice of AppealThe Firm shall not serve a Notice of Appeal on behalf of Citizens withoutthe express authority and approval of Citizens.6.3 Representation in Appellate MattersAny Firm representing Citizens in an appellate matter shall be expected towork closely in conjunction with the Litigation Specialist and Citizens’Legal Department regarding the legal positions asserted on behalf ofCitizens.6.4 Appellate Bonding RequirementsAs a state governmental entity, Citizens is exempt from appellate bondingrequirements pursuant to Florida Rules of Appellate Procedure Rule9.310(b)(2).7.LEGAL RESEARCH7.1 Legal Research RequestThe need for legal research must be discussed and pre-approved byCitizens. The results of any such research must be provided to Citizens ina timely manner.There are some matters for which Citizens may already be in possessionof, or has itself conducted, legal research which may be made available touse by the Firm. In such circumstances, additional research by the Firmwill be approved only to the extent needed for unique factual scenariosrelevant to a particular case.7.2 Legal Research Guidelines19

Legal research in excess of three (3) hours in the aggregate on any oneparticular issue (including computerized research) requires prior approvalfrom Citizens. Fees submitted for any such research conducted withoutprior approval from Citizens will not be honored.7.3 Legal Research ResultsA copy of all case law resulting from such research and relied upon by theattorney in forming his / her legal opinion should be provided to Citizens.8.REPRESENTATION OF INSURED IN DEFENSE OF THIRD PARTYMATTERNothing contained herein shall interfere with the independent professionaljudgment, nor should it be construed to limit the contractual or ethical obligations,of counsel acting on behalf of an insured in defense of a third party matter.The Firm is expected to comply with all reasonable requests by Citizens forinformation and documentation provided that any such documents or informationdeemed privileged or intended by the insured to be confidential shall not bedisclosed without prior consent from the insured.9.AUDIT / FILE REVIEW9.1 Office of Internal AuditorCitizens’ enabling statute establishes the Office of the Internal Auditor(“OIA”). Through its OIA, Citizens has the right to review any of the Firm’sbusiness books, works, or documents specifically related to workperformed on behalf of Citizens, in case of an audit or investigation.Citizens shall provide to the Firm reasonable written notice of at leastthree (3) business days. The Firm shall not unreasonably delay or inhibitCitizens’ right to review as set forth in this paragraph.9.2 Associated FeesIn addition, Citizens reserves the right to review all charges for servicesand disbursements pertaining to any legal services performed on behalf ofCitizens. Citizens reserves the right to conduct on-site audits and filereviews consistent with the Firm’s ethical obligations and in a manner thatwill not compromise the attorney-client or work product protectionassociated with the file. The Firm shall comply with all reasonablerequests for information and documents, provided that such documents orinformation are not privileged or intended by an insured in a third partymatter to be confidential. In such situations, Citizens must obtain theconsent of the insured in the third party matter.9.3 Document RetentionThe Firm shall maintain for review by Citizens any documentation,receipts, files, invoices and time-keeping records in support of alldisbursements for three (3) years after the file is closed by the Firm.20

Citizens will not honor fees or expenses associated with audit preparation,proceedings or resolution, unless the expenses are requested and preauthorizedby Citizens (i.e., copying services, delivery services, etc.).9.4 Audit ResultsAudit results may be discussed with the Firm during the visit. Any billingissues identified will be brought to the Firm’s attention for review andcomment. The Firm will be required to implement corrective measures tobring the billing practices into compliance with Citizens’ policies andprocedures. Citizens will not honor fees or expenses associated with theimplementation of any such corrective measures.10.11.PUBLIC COMMENT / MEDIA RELATIONSUnless specifically authorized by Citizens’ Legal Department or SeniorManagement, the Firm shall not comment publicly on any matter associated withrepresentation on behalf of Citizens or Citizens’ insureds. Citizens will be solelyresponsible for responding to any external inquiries. All such inquiries must beimmediately reported to Citizens.TERMINATION OF SERVICES11.1 Termination of AssignmentCitizens and the Firm may each terminate a specific assignment, or allassignments held by the Firm, at any time upon advance written notice.Citizens may also reassign any matter at any time upon advance writtennotice.11.2 Receipt of Termination of AssignmentAfter notice is received as to the termination of an individual assignment,or all assignments, (1) the Firm will cease to render services to Citizens assoon as allowed by applicable law and ethical and/or court rules, whichmay include court approval for withdrawal from litigation, and (2) Citizenswill take all steps necessary to relieve the Firm of any obligation toperform further, including retention of substitute counsel.21

12. Appendix A12.1 Clerical / Administrative TasksThe following tasks, clerical and administrative functions are consideredoverhead and not billable to Citizens:Open / Create fileA) Organize file materials or recordsB) File / Index / Log file materials or recordsC) Prepare / Organize file materials or records (including in preparation formeetings, hearings, conferences, depositions, or trials)D) Bates stampingE) Order recordsF) Retrieval of file materials or recordsG) Pick up / Delivery of file materials or recordsK) Photocopying documentsL) Mailing / Faxing / Emailing documentsM) Posting correspondence, pleadings or documents to online systemsutilized by CitizensN) Telephone calls associated with arranging or follow-up for records to beproduced in response to Subpoena or discovery requestO) Data entry functionsP) Scheduling functions (including meetings, hearings, depositions,conferences)Q) Calendaring functionsS) Coordinating functions (including meetings, hearings, conferences,depositions, or trials)T) Telephone calls associated with scheduling or coordinating functionsU) Travel arrangementsV) Transportation arrangementsW) Closing a file22

13. Appendix B13.1 Vendor Travel Reimbursement Guidelines*Note – “Reimbursement Procedure” as outlined below is not applicable to theFirm; the Firm will submit travel expenses for reimbursement through the use ofthe online billing services employed by Citizens.** Citizens Vendor Travel Reimbursement Guidelines will not be applicable if the Vendorhas been selected under a state term contract and that contract contains a travelreimbursement provision. In such a case, the state term contract provisions apply.At Citizens Property Insurance Corporation’s discretion, Citizens will reimburse Vendors for allordinary and necessary travel expenses incurred by their personnel as a result of performingduties on behalf of Citizens. Consistent with these guidelines, and as a public entity, all expensesmust be both reasonable and appropriate.Payment for travel expenses will be made only to the Vendor named on the contract or purchaseorder. It is the Vendor’s responsibility to directly reimburse Vendor’s employees, consultantsand/or subcontractors.Reimbursement Procedure: In order to be eligible for reimbursement the Vendor must submitand invoice along with a Vendor Travel Expense Reimbursement Form with copies or originalsof required forms and receipts to Citizens Accounts Payable Department atAccountsPayable@Citizensfla.com , or by mail to ATTN: Accounts Payable, PO Box 10749,Tallahassee, FL 32302-2749. See Paragraphs below for additional requirements.Those personnel required to submit weekly or monthly time sheets to a Citizens Project orContract Manager should fill out a Vendor Travel Expense Reimbursement Form and have itsigned by the appropriate Citizens manager prior to submitting to their employer forreimbursement. The Vendor will then invoice Citizens, including a copy of the Vendor TravelExpense Reimbursement Form and supporting receipts.Contracted personnel or professional services Vendors not required to submit monthly or weeklytime sheets should submit their receipts to their employer, who will then invoice Citizens for theexpenses, including copies or originals of all supporting documentation.Travel Expenses should be invoiced by the Vendor within thirty (30) calendar days of the end ofthe month in which the expense was incurred. Citizens may refuse payment of any expensereimbursement requests not invoiced within ninety (90) days of return from travel or whenexpenses are not properly documented.Travel Receipts: An itemized receipt must substantiate all expenses submitted forreimbursement. A valid receipt must show the following:• Name of the establishment;• Location of the establishment;• Date(s) the expense(s) were incurred;• The type of expense; and• The amount of the expense.If the Vendor does not have a receipt to substantiate an expense, no reimbursement shall bepaid.A written explanation for reasonable gratuities will be accepted in lieu of a receipt. (SeeGratuities Section below for further guidance).23

Transportation: In determining the mode of transportation, Vendors should consider relativecosts, time efficiencies, and the number of people traveling together.Citizens will reimburse for standard coach airfare. First-class airfare will not be reimbursed.Expenses for local transportation, such as a car service, taxi, or bus, are reimbursable.Tolls and parking will be reimbursed when accompanied by a receipt. If no receipt is available awritten explanation will be required. Valet parking will always require a receipt.In the event a personal vehicle is used, Citizens shall reimburse mileage at the current InternalRevenue Service (IRS) published rate. Requests for mileage reimbursement should beaccompanied by a map or log of destinations to support the request.Rental Car Guidelines: The following table provides guidelines for car rental:If…Only one passengerTwo or more passengersCitizens will reimburse a Vendor for fuel used in the rental car; prior to returning the vehicle thetank should be topped off. Any charges by the auto rental agency for gasoline shall not bereimbursed. refilling a rental vehicle; however any charges by the auto rental agency for gasolineshall not be reimbursed.Lodging:When making hotel accommodations, several factors must be considered:1. Cost;2. Appropriateness; and3. Proximity to the business activity or event.Then rent a…Mid-size vehicleFull-size vehicleMeal Reimbursement: The following table provides guidelines for meal reimbursement:MealAllowanceBreakfast Not to exceed $10.00Lunch Not to exceed $15.00Dinner Not to exceed $25.00Gratuities are not included in meal costs (refer to the Gratuities section below forguidance).Reimbursement will be available only up to the per-meal amount designated above, and anitemized receipt must be provided.Alcohol is not a reimbursable expense.Gratuities: Gratuities for meals are reimbursable and may not be more than 20% of the eligiblemeal reimbursement amount.Reasonable tips for portage (baggage handlers), bus and cab driver tips, housekeeping, etc. willbe reimbursed when accompanied by an explanation of the cost.Non-Reimbursable Expenses: Personal travel expenses are not to be billed to Citizens, nor willthey be considered for reimbursement.The following are examples of expenses that will not be reimbursed. This list is not inclusive of allitems not covered. If there are questions regarding reimbursement of expenses please contractCitizens Accounts Payable at 850-513-3724 or AccountsPayable@citizensfla.com prior toincurring the expense.• Alcoholic beverages• Gifts24

• Laundry• Movies• Snacks• Personal items• Lost or stolen baggage• Reading materials• Traffic and Parking Violation Fees• Maintenance or repair of personal vehicle• Child care or pet boarding25

ATTACHMENT CCONFIRMATION AND ACCEPTANCE OF CITIZENS’ OUTSIDECOUNSEL GUIDELINES (CLAIMS)ANDRFP NO.: 12-0032, SUPPLEMENTAL CLAIMS COUNSEL CONTRACT(Draft)RFP No.: 12-0023, SUPPLEMENTAL CLAIMS COUNSELVendor agrees, by signing this document that they have read and agree to all provisionsof Attachment B, Citizens’ Outside Counsel Guidelines (Claims) and Attachment E,Supplemental Claims Counsel Contract. Vendor further stipulates that should theVendor be approved for award on this solicitation that they will sign the Contract withthe additions of the following items:• Vendor Name• Lists of Service Area Categories• Service Area Category Description• Fees• Vendor Contract Manager InformationCompany Name:VENDOR SIGNATUREAuthorized Signature:Print or Type Signatory Name:Print or Type Title:Date:

ATTACHMENT DFIRM INFORMATION FORMRFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELFIRM INFORMATION FORM1. Contact InformationVENDOR’S PRIMARY POINT OF CONTACTEnter required information in the appropriate space(s) below:Company Name:Primary Contact Name:Title:Address:Telephone:Cell:Fax:Email:Alternate Contact Name:Title:Address:Telephone:Cell:Fax:Email:Primary Contact Name:Title:Address:Telephone:Cell:Fax:Email:ALTERNATE POINT OF CONTACTPROPOSED POINT OF CONTACT – CONTRACT PHASE(if awarded project)Page 1 of 2

ATTACHMENT DFIRM INFORMATION FORMRFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSEL2. Corporate Change: Vendor is involved or undergoing a sale, purchase, merger, orother related acquisition (“Change”) that will in any way alter the Vendor’s legalentity, name, structure, financial status or business operations, Vendor shall submita Proposal that:Based upon Citizens’ interests, Citizens reserves the right and sole discretion todisqualify a Vendor from consideration that is involved in a Change, or fails todisclose a Change during the solicitation process as stated in this section.(A) Contains a section disclosing all current entities involved in the Change, whenthe Change is anticipated to take place, and any information related to theChange that may affect the Proposal;(B) Each area in Vendor’s Proposal should contain a separate section thatdiscusses whether the Change will alter, modify or otherwise affect theVendor’s Proposal.(C) If this is not applicable to your Proposal, state “not applicable”Signature:Date:Title:Print or Type Signatory Name andCompany Name:SIGNATUREPage 2 of 2

ATTACHMENT ESUPPLEMENTAL CLAIMS COUNSEL CONTRACT (DRAFT)RFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELLegal Services Department2312 Killearn Center Blvd., Building A & DTallahassee, FL 32309This Agreement, dated:Claims Legal Services Agreementestablishes the terms and conditions of the agreement for legal services by and between:Citizens Property Insurance Corporation (“Citizens”);and the following law firm(the “Firm”):1. Scope of Engagement: The scope of the Firm’s engagement is as set forth in this belowand any other written communication by Citizens authorizing the Firm to perform legalservices under this Agreement:Service Area(s) for which firm is authorized to provide claims legal services onbehalf of Citizens:First Party Property (including EUO) ____ Yes ____ NoThird Party Liability (including EUO) ____ Yes ____ NoSubrogation ____ Yes ____ No2. Fees and expenses:a. Rates for Service. Citizens hereby approves the following legal billing rates forthe approved Service Area(s) listed above. Any changes in the hourly rates (oralternative fee arrangements) must be pre-approved by Citizens in writing;unilateral rate increases will not be honored.First Party Property (Hourly Rate):Partner Associate ParalegalGeneral MattersComplex MattersSpecial ProjectsThird Party Liability (Hourly Rate):Partner Associate ParalegalGeneral Matters

Complex MattersSpecial ProjectsEUO Assignments (Flat Fee)*ServiceFlat FeeExamination of one (1) person $1,500Examination of two (2) persons $2,000Examination of more than two (2) $500 each additional personpersons* Flat fee EUOs include all EUOs arising out of all residential policies issued by Citizens. At Citizens’ discretion,EUOs arising out of residential matters deemed complex by Citizens’ Claims Management or Legal Services willbe compensated at the General or Complex hourly rate, as described above. EUOs arising out of commercialand commercial-residential policies are not included in the EUO Flat Fee agreement. Citizens will compensateEUO services arising out of commercial and commercial residential policies, including EUOs arising out of claimsmade by insured condominium associations, at the General or Complex Matter hourly rate, as described above.Subrogation (Contingency Fee):Pre-Suit In Litigation AppealsRecovery AmountLess than $10,000$100,000 +b. Costs and disbursements. If (and to the extent that) the Contract provides forCitizens to reimburse Firm’s expenses for travel, Firm has read and agrees tocomply with Citizens’ Vendor Travel Reimbursement Guidelines, as currentlyin effect and amended in the future. Citizens’ Vendor Travel ReimbursementGuidelines are attached as Exhibit “A”. The Firm shall be solely responsible forreimbursing all attorneys or paralegals that will perform services under thisContract for their travel expenses. To the extent that Citizens agrees to reimburseFirm pre-authorized travel expenses, then Citizens will reimburse the Firm for anypre-authorized and approved travel expenses in accordance with Citizens’ VendorTravel Reimbursement Guidelines. However, the “Reimbursement Procedure”outlined in the Citizens’ Vendor Travel Reimbursement Guidelines is notapplicable to the Firm; the Firm will submit travel expenses for reimbursementthrough the use of the online billing services employed by Citizens.3. State Government Entity: The Firm acknowledges that Citizens is established pursuantto its enabling statute, F.S. 627.351(6), and subject to certain, but not all, laws applicableto state government entities.a. Code of Ethics: Firm has read and agrees to comply with the applicable portionsof Citizens’ Code of Ethics, as currently in effect and amended in the future, andexecute a Conflict of Interest Disclosure Form as specified by Citizens.b. Public Records: Firm acknowledges that Citizens is subject to Chapter 119,Florida Statutes, public record requests (“PRR”); therefore, any informationprovided to Citizens may fall within the disclosure requirements of Chapter 119,Florida Statutes. Firm must clearly label and mark each page or section ofinformation provided to Citizens in connection with this Contract that it considersTrade Secret, or otherwise confidential or exempt from Chapter 119, and s. 24(a),Art. I., State Const. (“Firm’s Confidential Information”).(Version 2012.07.27 - DRAFT) Page 2 of 11

If Citizens receives a PRR or request from any regulatory or legislative entityregarding Firm’s Confidential Information it shall promptly notify Firm inwriting, or electronically. The parties agree (to the extent permitted by law) thatCitizens shall not produce Firm’s Confidential Information unless authorized byFirm, or by order of a Court of competent jurisdiction. In the event a legalproceeding is brought to compel the production of Firm’s ConfidentialInformation, the parties agree that Citizens is authorized to deliver Firm’sConfidential Information to the Court or other legal tribunal for disposition. IfFirm continues to assert in good faith that Firm’s Confidential Information isconfidential or exempt from disclosure or production pursuant to Chapter 119,Florida Statutes, then Firm shall be solely responsible for defending its position,or seeking a judicial declaration. Nothing in this Contract shall create anobligation or duty for Citizens to defend or justify Firm’s position. Firm alsoagrees to indemnify and hold harmless Citizens for any award, damages, fines,fees, penalties or impositions of whatsoever nature or kind and all costs and fees,including attorney’s fees, incurred by Citizens in connection with this section.If Firm receives a PRR that is in any way related to this Contract, Firm agrees toimmediately notify Citizens’ Record Custodian and forward the PRR to Citizens’Record Custodian for logging and processing. Citizens’ Records Custodian’semail address is: Recordsrequest@citizensfla.com. Citizens shall be the partyresponsible for coordinating the response and production to the PRR. Firm is notauthorized to unilaterally respond to a PRR without express written direction fromCitizens.Firm agrees to assist Citizens in responding to any PRR in a prompt and timelymanner as required by Chapter 119, Florida Statutes.c. Right to Audit Records: Citizens, and other government entities as required bylaw such as the State of Florida Auditor General, shall have the right to reviewand audit any of Firm’s Records related to this Contract, upon reasonable writtennotice of at least three (3) business days. Firm shall not unreasonably delay orinhibit Citizens’ right to audit as set forth in this section. Firm agrees toreimburse Citizens for the reasonable costs of investigation incurred by Citizensfor investigations of Firm’s compliance with this Contract which results intermination for cause or in regulatory or criminal penalties in connection withperformance of the Contract. Such costs shall include, but shall not be limited to:salaries of investigators, including overtime; travel and lodging expenses; andexpert witness and documentary fees. Firm shall not be responsible for any costsof investigations that do not result in termination for cause or in regulatory orcriminal penalties in connection with performance of the Contract.d. Immunity: Except for breach of contract claims under this Agreement, nothingin this Agreement shall be deemed to waive the Citizens’ immunity as set forth inits enabling statute and as otherwise provided by law.4. Guidelines for Legal Services: The Firm shall be subject to Citizens’ “Guidelines forLegal Services,” as subsequently amended, upon receipt by the Firm of such guidelinesor amendment, subject to any modifications thereto agreed to in writing by Citizens andthe Firm, which modifications shall apply as of the date agreed to by Citizens and theFirm.(Version 2012.07.27 - DRAFT) Page 3 of 11

• Price Escalation and De-Escalation: Pricing is fixed until February 14, 2016.Any escalation/de-escalation in prices will be made at time of contract renewal bymutual agreement. Request for price increases must be made by awarded Vendorin writing at least 60 days in advance of contract expiration. Total priceadjustment shall not be applied retroactively.Additionally, Citizens reserves the right to request and receive de-escalation(reduction) in price at time of renewal.5. Assignment / Subcontracting: Firm may not assign or subcontract its rights orobligations without first obtaining the written permission of Citizens.6. Firm’s Records: Firm shall retain Firm’s Records for the longer of (1) records retentionrequirements imposed on attorneys by the Florida Bar or other applicable law, (2) threeyears after the expiration of the Contract or (3) the period required by the GeneralRecords Schedules maintained by Citizens Retention Policy. Citizens’ Record RetentionPolicy can be found at www.citizensfla.com/about/purchasing-policies.cfm.7. Security and Confidentiality: Firm agrees and acknowledges that certain informationdisclosed by Citizens to Vendor in the course of this Contract is confidential and exemptfrom Florida Public Record laws contained in Chapter 119, Florida Statutes, and maycontain other proprietary or Trade Secret information. Both parties further agree that thisinformation, together with any data and documentation, including all nonpublic personalinformation such as to be subject to the provisions of Section 627.351(6), Fla. Stat., and15 U.S.C. §§6801 et seq., and further including, without limitation, all information, data,and documentation related to manuals, lists, policyholder information, operating andother systems or programs, business practices or procedures, insurance policies,claimants or claims, and business, governmental, and regulatory matters of Citizens areconfidential (“Citizens’ Confidential Information”). Vendor shall not use, disclose,communicate, possess, transmit, copy or reproduce any of Citizens’ ConfidentialInformation, and shall not permit any third parties or business entities to disclose,distribute or otherwise transmit Citizens’ Confidential Information, in whole or in part, inany manner. Vendor agrees to exercise a high level of care sufficient to protect Citizens’Confidential Information, documents, files, system programs, or data in any form fromunauthorized disclosure. The sale, disclosure, duplication, or unauthorized use of thisinformation is grounds for immediate termination of the Contract as a Material Breach.This provision shall not apply to documentation, information or material that: (1) ispublicly available through no fault of Vendor; or (2) Vendor developed independentlywithout relying in any way on Citizens’ Confidential Information. This section shallsurvive the termination or expiration of the Contract, regardless of the reason fortermination or expiration. To insure confidentiality, Vendor shall take appropriate stepsas to its personnel, agents, and subcontractors. The warranties of this provision shallsurvive the Contract.The Firm acknowledges and agrees that Citizens will suffer irreparable harm and thatmonetary damages will not be adequate to compensate Citizens, in the event that theVendor fails to comply with the terms of the Contract and specifically the provisions ofthis section. Accordingly, in addition to any other remedies available to it at law or inequity, Citizens shall be entitled to injunctive relief to enforce the provisions of thissection and the Contract.The Firm is not subject to any action by Citizens if disclosure of any such information ordocuments is at the direction of Citizens when necessary and appropriate to (1) service an(Version 2012.07.27 - DRAFT) Page 4 of 11

insurance claim, (2) respond to a discovery request in a litigated matter, or (3) complywith a Court Order.8. Indemnification: Firm shall be fully liable for the actions of its agents, employees,partners, or subcontractors, and shall fully indemnify, defend, and hold harmless Citizens,and its officers, members of the Board of Governors agents, and employees, from suits,actions, damages, and costs of every name and description, including attorneys’ fees,arising from or relating to personal injury and damage to real or personal tangibleproperty alleged to be caused in whole or in part by Vendor, its agents, employees,partners, or subcontractors, provided, however, that Vendor shall not indemnify for thatportion of any loss or damages proximately caused by the negligent act or omission ofCitizens.Further, Firm shall fully indemnify, defend, and hold harmless Citizens, and its officers,members of the Board of Governors, agents, and employees from any suits, actions,damages, and costs of every name and description, including attorneys’ fees, arising fromor relating to violation or infringement of a trademark, copyright, patent, Trade Secret orintellectual property right.Firm’s obligations under the preceding two paragraphs of this section with respect to anylegal action are contingent upon Citizens giving Vendor (1) written notice of any actionor threatened action, (2) the opportunity to take over and settle or defend any such actionat Vendor’s sole expense, and (3) assistance in defending the action at Vendor’s soleexpense. Vendor shall not be liable for any cost, expense, or compromise incurred ormade by Citizens in any legal action without Vendor’s prior written consent, which shallnot be unreasonably withheld.9. Malpractice Insurance: The Firm shall maintain in effect, at its sole expense, legalmalpractice insurance of such a type and with such terms and limits as may be reasonablyassociated with the provision of services under this Agreement. Upon request, the Firmshall provide Citizens with the certificates of insurance.10. Compliance with Law: Firm will comply with all applicable laws, ordinances, rules,and regulations governing Firm’s duties or responsibilities under this Contract. Firm isresponsible for assuring that all persons who perform services for Citizens under thisContract are properly licensed and are in compliance with all applicable laws governingtheir conduct.11. Name / Logos: Without the prior written consent of Citizens, Firm (including Firm’sauthorized subcontractors, agents or assignees) shall not publish or use Citizens’ name,logo, or symbols from which Citizens’ name may be reasonably inferred or implied. Thisincludes but is not limited to using Citizens’ name, logo or symbol in any research,solicitations, advertisements, promotions, or any other publicity matter relating directlyor indirectly to this Contract. Additionally, without the prior written consent of Citizens,Firm shall not disclose the existence of this Contract, and shall not use this Contract formarketing or business reference purposes.12. Professional Code: The Firm shall ensure that its personnel providing services underthis Agreement comply with applicable standards of ethics and rules of professionalresponsibility, including the Florida Rules of Professional Conduct promulgated by theFlorida Supreme Court for attorneys practicing in Florida. Such standards include rulesrelated to conflicts of interest and confidentiality that are intended to protect Citizens andCitizens information.(Version 2012.07.27 - DRAFT) Page 5 of 11

13. Modification of Terms: The Contract may only be modified or amended upon mutualwritten agreement of Citizens and Firm. No oral agreements or representations shall bevalid or binding upon Citizens or Firm. No alteration or modification of the Contractterms, including substitution of product, shall be valid or binding against Citizens. Firmmay not unilaterally modify the terms of the Contract by affixing additional terms toproduct upon delivery (e.g., attachment or inclusion of standard preprinted forms, productliterature, “shrink wrap” terms accompanying or affixed to a product, whether written orelectronic) or by incorporating such terms onto Firm’s order or fiscal forms or otherdocuments forwarded by Firm for payment. Citizens' acceptance of product orprocessing of documentation on forms furnished by Firm for approval or payment shallnot constitute acceptance of the proposed modification to terms and conditions.14. Waiver: The delay or failure by a party to exercise or enforce any of its rights under thisContract shall not constitute or be deemed a waiver of the party’s right thereafter toenforce those rights, nor shall any single or partial exercise of any such right preclude anyother or further exercise thereof or the exercise of any other right.15. Jurisdiction and Venue: This Contract shall be deemed to have been made in the Stateof Florida and shall be subject to, and governed by, the laws of the State of Florida, andno doctrine of choice of law shall be used to apply any law other than that of the State ofFlorida. Each party hereby irrevocably consents and submits to the exclusive jurisdictionof the State courts sitting in Tallahassee, Leon County, Florida, for all purposes underthis Contract, and waives any defense to the assertion of such jurisdiction based oninconvenient forum or lack of personal jurisdiction. The parties also agree to waive anyright to jury trial.16. Term: The contract is in effect until 12:01a.m. February 15, 2016, and at the discretionof Citizens may effectuate two (2) multiple renewal periods of one (1) year. TheEffective Date will begin with the execution of this Contract by Citizens.17. Termination:a. Citizens may cancel or terminate this Agreement at any time upon advancewritten notice to the Firm. After receiving such notice, the Firm will cease torender services to Citizens as soon as allowed by applicable law and ethicaland/or court rules, which may include court approval of our withdrawal fromlitigation.b. The Firm reserves the right to withdraw from its representation if, among otherthings, Citizens should fail to honor the terms of its engagement, fail to cooperateor follow the Firm’s advice on a matter the Firm considers material, or if anycircumstance arises that would in our view render the Firm’s continuingrepresentation unlawful, unethical, or undesirable.c. If the Firm elects to withdraw, and in the event of any other termination, Citizenswill take all steps necessary to relieve the Firm of any obligation to performfurther, including the retention of substitute counsel.d. A termination of the Firm’s services will not affect Citizens’ responsibility forpayment of legal services rendered and other charges incurred both beforetermination and afterwards in connection with an orderly transition of the matter,including fees and other charges arising in connection with any transfer of files toCitizens or to other counsel.(Version 2012.07.27 - DRAFT) Page 6 of 11

18. Dissolution of Firm’s Entity: In the even the Firm is dissolved during the term of thiscontract, Firm shall notify Citizens’ Contract Manager at least thirty (30) days prior todissolution. At its sole discretion, Citizens reserves the right to (1) withhold writtenpermission to assign this Contract to any successor firm(s) and (2) determine whether anysuccessor firm(s) will retain pending assignments.19. Dispute Resolution: Firm acknowledges that Citizens in not an agency for purposes ofthe Florida Administrative Procedures Act, chapter 120 of the Florida Statutes. Prior tocommencing any litigation relating to the terms of the Contract the parties agree that theywill attempt to resolve any dispute through non-binding mediation. The parties agreethat, if a disagreement arises as to the terms or enforcement of any provision of thisContract, each party shall in good faith attempt to resolve the disagreement and exhaustall applicable administrative remedies prior to the filing of a lawsuit or commencing alegal action.20. Warranty of Authority: Each person signing the Contract warrants that he or she isduly authorized to do so and to bind the respective party to the Contract.21. Warranty of Ability to Perform: Each party warrants that, to the best of its knowledge,there is no pending or threatened action, proceeding, or investigation, or any other legalor financial condition, that would in any way prohibit, restrain, or diminish the party’sability to satisfy its Contract obligations.22. Force Majeure:Essential Contracts: Because of the nature of Citizens business, Citizens requiresthat certain services be performed during or immediately after catastrophic events,which might otherwise be considered forces majeure. Therefore, force majeure willnot constitute an excuse for non-performance by Firm if the contract is consideredand designated as an essential contract to Citizens’ operations. If there is nodiscernible contract designation, the contract shall be considered as an essentialcontract to Citizens’ operations.If the Affected Party’s performance is suspended or delayed, in whole or in part, dueto any of the causes described in this paragraph, after the causes have ceased to exist,the Affected Party shall perform at no increased cost. If the Citizens is the AffectedParty, Firm shall not be entitled to an increase in the Contract price or payment of anykind from Citizens for direct, indirect, consequential, impact or other costs, expensesor damages, including but not limited to costs of acceleration or inefficiency, arisingbecause of delay, disruption, interference, or hindrance from any cause whatsoever.If Firm is the Affected Party, then Citizens may: (1) accept allocated performance ordeliveries from Firm, provided that Firm grants preferential treatment to Citizens withrespect to products subjected to allocation; or (2) purchase from other sources(without recourse to and by Firm for the related costs and expenses) to replace all orpart of the products that are the subject of the delay, which purchases may bededucted from the Contract quantity; or (3) terminate the Contract in whole or in part.23. Contract Administrator: Citizens shall name a Contract Administrator during the termof this Contract whose responsibility shall be to maintain this Contract. As of theEffective Date, the Contract Administrator is:Lori Newman, Purchasing Department2101 Maryland CircleTallahassee, Florida 32303(Version 2012.07.27 - DRAFT) Page 7 of 11

(850) 513-3795lori.newman@citizensfla.comCitizens shall provide written notice to Firm of any changes to the ContractAdministrator; provided, such changes shall not be deemed Contract amendments.24. Contract Managers: Each party will designate a Contract Manager during the term ofthis Contract whose responsibility shall be to oversee the party’s performance of itsduties and obligations pursuant to the terms of this Contract. As of the Effective Date,Citizens’ and Firm’s Contract Manager s are as follows:Citizens’ Contract ManagerElaina Paskalakis, Assistant General Counsel, Director of Litigation7215 Financial Way, Jacksonville, FL 32256(904) 407-0112Elaina.Paskalakis@citizensfla.comFirm’s Contract ManagerNAME – TITLE________________________ADDRESS_____________________________PHONE________________________________EMAIL________________________________25. Execution in Counterparts: The Contract may be executed in counterparts, each ofwhich shall be an original and all of which shall constitute but one and the sameinstrument.26. Severability: If a court deems any provision of the Contract voice or unenforceable, thatprovision shall be enforced only to the extent that it is not in violation of law or is nototherwise unenforceable and all other provisions shall remain in full force and effect.27. Inconsistencies: This Addendum controls, to the extent of any inconsistencies with theengagement letter agreement, legal services agreement, or other agreement for legalservices that is being modified by this Addendum.(Version 2012.07.27 - DRAFT) Page 8 of 11

Agreed and accepted:On behalf of Citizens Property InsuranceCorporation, by:On behalf of the Firm, by:Firm’s Name__________________________________Signature__________________________________Typed Name__________________________________Title__________________________________Date Signed__________________________________Signature__________________________________Typed Name__________________________________Title___________________________________Date SignedFirm Federal Employee Identification Number________________________________________(Version 2012.07.27 - DRAFT) Page 9 of 11

Exhibit AVendor Travel Reimbursement Guidelines*Note – “Reimbursement Procedure” as outlined below is not applicable to the Firm; theFirm will submit travel expenses for reimbursement through the use of the online billingservices employed by Citizens.** Citizens Vendor Travel Reimbursement Guidelines will not be applicable if the Vendor has beenselected under a state term contract and that contract contains a travel reimbursement provision. Insuch a case, the state term contract provisions apply.At Citizens Property Insurance Corporation’s discretion, Citizens will reimburse Vendors for all ordinaryand necessary travel expenses incurred by their personnel as a result of performing duties on behalf ofCitizens. Consistent with these guidelines, and as a public entity, all expenses must be both reasonable andappropriate.Payment for travel expenses will be made only to the Vendor named on the contract or purchase order. It isthe Vendor’s responsibility to directly reimburse Vendor’s employees, consultants and/or subcontractors.Reimbursement Procedure: In order to be eligible for reimbursement the Vendor must submit andinvoice along with a Vendor Travel Expense Reimbursement Form with copies or originals of requiredforms and receipts to Citizens Accounts Payable Department at AccountsPayable@Citizensfla.com , or bymail to ATTN: Accounts Payable, PO Box 10749, Tallahassee, FL 32302-2749. See Paragraphs below foradditional requirements.Those personnel required to submit weekly or monthly time sheets to a Citizens Project or ContractManager should fill out a Vendor Travel Expense Reimbursement Form and have it signed by theappropriate Citizens manager prior to submitting to their employer for reimbursement. The Vendor willthen invoice Citizens, including a copy of the Vendor Travel Expense Reimbursement Form andsupporting receipts.Contracted personnel or professional services Vendors not required to submit monthly or weekly timesheets should submit their receipts to their employer, who will then invoice Citizens for the expenses,including copies or originals of all supporting documentation.Travel Expenses should be invoiced by the Vendor within thirty (30) calendar days of the end of the monthin which the expense was incurred. Citizens may refuse payment of any expense reimbursement requestsnot invoiced within ninety (90) days of return from travel or when expenses are not properly documented.Travel Receipts: An itemized receipt must substantiate all expenses submitted for reimbursement. A validreceipt must show the following:• Name of the establishment;• Location of the establishment;• Date(s) the expense(s) were incurred;• The type of expense; and• The amount of the expense.If the Vendor does not have a receipt to substantiate an expense, no reimbursement shall be paid.A written explanation for reasonable gratuities will be accepted in lieu of a receipt. (See GratuitiesSection below for further guidance).Transportation: In determining the mode of transportation, Vendors should consider relative costs, timeefficiencies, and the number of people traveling together.Citizens will reimburse for standard coach airfare. First-class airfare will not be reimbursed.(Version 2012.07.27 - DRAFT) Page 10 of 11

Expenses for local transportation, such as a car service, taxi, or bus, are reimbursable.Tolls and parking will be reimbursed when accompanied by a receipt. If no receipt is available a writtenexplanation will be required. Valet parking will always require a receipt.In the event a personal vehicle is used, Citizens shall reimburse mileage at the current Internal RevenueService (IRS) published rate. Requests for mileage reimbursement should be accompanied by a map or logof destinations to support the request.Rental Car Guidelines: The following table provides guidelines for car rental:If…Only one passengerTwo or more passengersCitizens will reimburse a Vendor for fuel used in the rental car; prior to returning the vehicle the tankshould be topped off. Any charges by the auto rental agency for gasoline shall not be reimbursed. refillinga rental vehicle; however any charges by the auto rental agency for gasoline shall not be reimbursed.Lodging: When making hotel accommodations, several factors must be considered:1. Cost;2. Appropriateness; and3. Proximity to the business activity or event.Then rent a…Mid-size vehicleFull-size vehicleMeal Reimbursement: The following table provides guidelines for meal reimbursement:MealAllowanceBreakfast Not to exceed $10.00Lunch Not to exceed $15.00Dinner Not to exceed $25.00Gratuities are not included in meal costs (refer to the Gratuities section below for guidance).Reimbursement will be available only up to the per-meal amount designated above, and an itemized receiptmust be provided.Alcohol is not a reimbursable expense.Gratuities: Gratuities for meals are reimbursable and may not be more than 20% of the eligible mealreimbursement amount.Reasonable tips for portage (baggage handlers), bus and cab driver tips, housekeeping, etc. will bereimbursed when accompanied by an explanation of the cost.Non-Reimbursable Expenses: Personal travel expenses are not to be billed to Citizens, nor will they beconsidered for reimbursement.The following are examples of expenses that will not be reimbursed. This list is not inclusive of all itemsnot covered. If there are questions regarding reimbursement of expenses please contract Citizens AccountsPayable at 850-513-3724 or AccountsPayable@citizensfla.com prior to incurring the expense.• Alcoholic beverages• Gifts• Laundry• Movies• Snacks• Personal items• Lost or stolen baggage• Reading materials• Traffic and Parking Violation Fees• Maintenance or repair of personal vehicle• Child care or pet boarding(Version 2012.07.27 - DRAFT) Page 11 of 11

ATTACHMENT FFSBE, MBE & FBE DECLARATION FORMRFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELFSBE, MBE & FBE DECLARATION FORMName of Vendor:Address:City, State, and Zip:Phone Number:If the business is a wholly or partially – owned subsidiary; the parent business must also meet thefollowing criteria in order to be considered an FSBE Qualified Vendor.Florida Small Business Enterprise (FSBE)• Business has or maintains its primary corporate/home office within the State of Florida;o Department of State Document Number:• Business is engaged in commercial transactions:• Business has annual gross sales or receipts of less than $6,000,000 (averaged over the pastthree years of the businesses actual existence);• Primary owner of business (owning 51% or more of the business or its commons stock) cannotindividually have a personal net worth greater than $750,000 (excluding primary personalresidence and stock value of the FSBE);• Business maintains the required licenses and necessary industry expertise to perform. If theFSBE is a wholly or partially-owned subsidiary, the parent business must also meet all FSBEcriteria.Minority Business Enterprise (MBE)• Engaged in commercial transactions.• At least 51% owned by a minority person(s).o Minority is defined in Section 288.703, F.S., as African American, Hispanic American, AsianAmerican, Native American, or American Women.o American is defined as a citizen of the United States of America.o Resident aliens (Green Card holders) are not eligible for certification.• Managed and controlled by minority person(s).• Business must provide minority business certifications from federal, state or any othergovernmental agency or political subdivision with submission of this form.Florida Business Enterprise (FBE)• Business maintains its primary corporate/home office within the State of Florida. Business mustprovide supporting documents, including the physical address of the business office.• Business must provide Florida Department of State certification with submission of this form.I understand that I am swearing or affirming under oath to the truthfulness of the statements madein this declaration.Signature:Printed Name:The foregoing instrument was acknowledged before me on thisform ofTitle:Date:day of, by . Who is personally known, or has produced the followingIdentification.Notary Signature:Print, type, or stamp name of Notary(Citizens Staff will validate above criteria.)(Seal)

ATTACHMENT GLITIGATION, CLAIMS OR REGULATORY ACTION FORMRFP NO.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELLITIGATION, CLAIMS OR REGULATORY ACTION FORMIndicate whether the Vendor has had any reportable Litigation, Claims, or Regulatory Action. Vendorshall provide detailed information relating to any circumstances and status including:• Any action, suit, proceeding or investigation before or by any state or federal court, agency orother authority currently pending against the Vendor, subsidiary or affiliate, key personnel orcontrol person that threatens the existence or current stability of the Vendor or its ability toprovide any of the services;• During the past five (5) years, any matter in which the Vendor, a subsidiary or affiliate of Vendor,any control person, or any key personnel: (a) has been convicted, plead guilty, or plead nocontest to any felony, or to misdemeanor involving dishonesty, breach of trust, or financialimpropriety; (b) has been fined, had a license revoked by, surrendered to or otherwise sanctionedby any regulatory agency; (c) has been fined, penalized, sanctioned, or subject to any otherdisciplinary action by any state or federal court, agency or other authority, self-regulatoryorganization, or professional organization, as a result of such person or entity’s activities in thebusiness of insurance, or other licensed profession; and• During the last five (5) years, any litigation that Vendor, a subsidiary or affiliate of Vendor, anycontrol person, or any key personnel has initiated against Citizens or has been initiated againstyou by Citizens.•LITIGATION, CLAIMS OR REGULATORY ACTIONDoes the Vendor have any Litigation, Claims, or Regulatory Action? Please markthe appropriate response.If yes, provide details below (attach additional pages if necessary):YesNoSIGNATURECompany Name:Manual Signature:Print or Type Signatory Name:Print or Type Title:Date:Rev. 12/2011

ATTACHMENT HCITIZENS PROPERTY INSURANCE CORPORATIONVENDOR CONFLICT OF INTEREST DISCLOSURE FORM*ITN No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELDISCLOSURE STATEMENT:All VENDORS should be aware of CITIZENS’ Code of Ethics, which prohibits CITIZENSemployees and Board of Governors members from having certain relationships with persons orentities conducting (or proposing to conduct) business with CITIZENS and which prohibits theacceptance of gifts from VENDORS. The entire Code of Ethics may be viewed atwww.citizensfla.com. The Code and its definitions are incorporated by reference into thisDisclosure Form. If a VENDOR has a disclosable relationship, the VENDOR should disclose anyConflict of Interest or potential Conflict of Interest that may exist.Conflicts of Interest (potential or actual) will be evaluated by the Director of Purchasing andGeneral Services to determine the proper course of action. Failure to comply with the provisionsestablished above may render the VENDOR ineligible to participate in CITIZENS' purchasingprocess.CERTIFICATION:I hereby certify that, except as disclosed below, to VENDOR’S knowledge, there is no conflict ofinterest involving the VENDOR named below that would violate the CITIZENS Code of Ethics,including that: VENDOR does not: (a) knowingly employ a CITIZENS employee or familymember; (b) knowingly allow a CITIZENS employee or family member to own or have a materialpersonal financial interest (directly or indirectly) in the VENDOR; or (c) knowingly engage inmaterial personal business transaction with a CITIZENS employee or family member.VENDOR INFORMATION:VENDOR Name:VENDOR Phone Number:VENDOR Address:Federal Identification Number:State of Incorporation or Domicile:*This form is required for all contracts or individual purchases in the amount of $25,000 or more.Rev. 12/2011Form Number: 501BPage 1 of 2

VENDOR CONFLICT OF INTEREST DISCLOSURE FORMDISCLOSURE STATEMENT:I HEREBY CERTIFY THAT THE VENDOR REFERENCED ABOVE HAS A POTENTIAL CONFLICT OF INTERESTwith a CITIZENS employee or Board of Governors member.YES, the above statement is true.NO, the above statement is not true.If “YES”, please provide the following information:LIST the name(s) of CITIZENS employee(s), or Board of Governor member(s), with whom there may be a conflict ofinterest:PROVIDE A BRIEF DESCRIPTION of the nature of the potential conflict(s) of interest:SIGNATURE:By my signature below, I certify that I am the Authorized Representative of the VENDOR namedabove, and that all of the information provided above is true and complete to the best of myknowledge:Print the Name of the VENDOR’S Authorized RepresentativePrint the Position Title of the VENDOR’S AuthorizedRepresentativeVENDOR’S Authorized Representative’s SignatureDateRev. 12/2011Form Number: 501BPage 2 of 2

ATTACHMENT ICODE OF ETHICSRFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELCode of EthicsCitizens Property Insurance Corporation

ATTACHMENT ICODE OF ETHICSRFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELOur VisionWe aspire to be responsive stewards of the public trust, setting the standard forcourteous, prompt and professional customer service, operational efficiencyand fiscal responsibility. We strive to be an important insurance safety net forFloridians and to earn respect as a valuable partner in protecting Florida’seconomic health.Our MissionOur mission is to serve the people of Florida by providing property and casualtyinsurance protection and superior customer service.Our ValuesIn accomplishing our mission, we embrace the following values:• Public Service: We are committed to provide the highest quality of serviceto benefit the citizens of Florida.• Integrity: We will demonstrate steadfast adherence to our values and ethicalcode of conduct.• Respect: We will reflect genuine honor and respect for one another andthose we serve.• Courtesy: We will exhibit well-mannered behavior and politeness ineverything we do.• Responsiveness: We will perform with an appropriate sense of urgencyand flexibility.• Fairness: Our overriding culture is to always do the right thing.

Revised December 2010ATTACHMENT ICODE OF ETHICSCitizens Code of Ethics 1RFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELLetter from the PresidentAs a state-created insurer that serves the people of Florida, Citizens is obligated to conductbusiness in an honorable, ethical and legal manner. All employees of Citizens are expected toact with integrity at all times.Every day, we face difficult decisions that may have a lasting impact on the public we serve.Sometimes the right choice – the ethical choice – is clear-cut and easy to see. But there areother times when the best choice is harder to recognize. In those situations, we turn to our corevalues and to our Code of Ethics (“Code”) for guidance.Citizens’ values – our commitment to public service, integrity, respect, courtesy, responsivenessand fairness – provide clear direction and a sense of what it means to be a Citizens employee.This Code of Ethics provides us with a comprehensive guide to what is expected of us whenconducting Citizens business. The Code is the bedrock of Citizens’ Organizational Ethicsprogram, which also includes:• Mandatory ethics training for new employees• An annual ethics review course for all employees• Ongoing ethics discussions between management and staff• The appointment of an Ethics Officer by the President• Tell Citizens, a confidential resource for reporting suspected ethics violationsAt Citizens, we strive to create a culture of accountability, transparency and trust. Our behaviorshapes our reputation. We are committed to continuing to conduct ourselves in a way that earnsus the trust and respect of our policyholders, our business partners and all Floridians.

Revised December 2010ATTACHMENT ICODE OF ETHICSCitizens Code of Ethics 2RFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELGuiding PrinciplesIn accomplishing our mission, Citizens embraces the values of public service, integrity, respect,courtesy, responsiveness and fairness. This Code of Ethics (Code) establishes standards thatguide our business conduct and supports a culture of accountability, transparency and trust.The goals of this Code include:• Protecting the public interest and the resources and integrity of the corporation• Maintaining Citizens as a trusted decision-making entity• Ensuring that employees and members of Citizens’ Board of Governors (the Board) areindependent and impartial and that their positions are not used for personal gain• Ensuring compliance with Florida’s Code of Ethics for Public Officers and Employees andother applicable state lawsRecognizing the importance of ethical business conduct, the Board adopted this Code, whichapplies to Board members and all Citizens employees, including the President and senior managers.This Code is one component of Citizens’ Organizational Ethics program, which includes:• Mandatory training for new employees• Annual ethics review course for all employees• Promotion of the ethics program as a performance goal for all management• Ongoing ethics discussions between management and staffInformation about mandatory ethics training is available on the Training Central portal.How to Use theCode of EthicsAlthough the Code includes many important topics, it cannot address every possible workplacesituation or list all of Citizens’ corporate policies and procedures. This Code presents examplesof situations you may encounter as a Citizens employee and provides resources for obtainingadditional information and guidance. The policies referenced in the Code and frequently askedquestions (FAQs) about the Code are available on the Corporate Policies and Procedures portal.

Revised December 2010ATTACHMENT ICODE OF ETHICSCitizens Code of Ethics 3RFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELIt is important to read the Code carefully and understand how it applies to you. Situationsinvolving business ethics can be complex. Sometimes a law or policy dictates the outcome, buton occasion, it is necessary to determine ethical conduct based on the situation.When determining whether a course of action is ethical, you should consider the following questions:• Is it legal?• Does it comply with Citizens’ Code of Ethics and/or other applicable policies?• How will it affect others, such as policyholders, employees and the citizens of Florida?• How will it look to others?• How will it affect Citizens’ status as a trusted decision-making entity?• Would you be comfortable defending the decision in a public forum?• Is it the right thing to do?Ask Before ActingIf you are uncertain about whether an action or decision is ethical, always ask before acting.Citizens offers several ways to seek advice regarding ethical issues, including discussing theissue with your supervisor or a Human Resources representative, or sending an e-mail toAsk.Ethics@citizensfla.com.How to ReportEthics ViolationsCitizens expects you to report any conduct that you believe is a violation of the Code. Reportingoptions include:• Completing the Internal Complaint Form and submitting it toEmployeeRelations@citizensfla.com• Contacting an Employee Relations representative or the Director of Human Resources• Using the Tell Citizens reporting program:• 1-800-593-7420• www.tellcitizens.comCitizens’ Organizational Ethics program will be overseen by an Ethics Officer appointed by thePresident. The Ethics Officer provides advice and counsel to Citizens and its employees aboutethics, values and standards of conduct, and promotes ethical awareness through educationand training. The Ethics Officer will enforce and interpret the Code, and oversee internalinvestigations into alleged ethics violations conducted by the Corporate Compliance Unit.Citizens will take prompt remedial action when ethical violations are substantiated.

Revised December 2010ATTACHMENT ICODE OF ETHICSCitizens Code of Ethics 4RFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELAnti-RetaliationCitizens is committed to promoting and maintaining an environment where employees feelcomfortable reporting suspected Code of Ethics violations.Citizens prohibits retaliation, or the threat of retaliation, against anyone who, in good faith,reports a suspected ethics violation or cooperates in an investigation by Citizens or anappropriate governmental agency. If you believe that you have experienced retaliation as a resultof reporting a complaint or participating in an investigation, report the incident immediately tothe Employee Relations unit or through the Tell Citizens reporting program.Conflicts of InterestEmployees and Board members must avoid situations that involve, or appear to involve, a conflictof interest. A conflict of interest occurs when a personal relationship influences a businessdecision, interferes with the interests of Citizens, conflicts with the proper discharge of a person’sduties or leads to a disregard of a public or corporate duty.This Code sets standards to help Citizens’ employees and Board members avoid conflicts ofinterest. Further, this Code addresses the prohibition of receipt of gifts from, and certain personalbusiness relationships with, vendors, policyholders or claimants.Employees and Board members are prohibited from performing official duties or corruptly using,or attempting to use, their official positions, or any property or resource that may be within theirtrust, to secure a special privilege, benefit or exemption for themselves or others.No employee or Board member shall use or permit the use of a family member to circumvent theprohibitions described in this Code. For the purposes of this Code, a family member is a person towhom the employee or Board member is related, including:• A father, mother, son, daughter, brother, sister, uncle, aunt, first cousin, nephew, niece,husband, wife, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law,sister-in-law, stepfather, stepmother, stepson, stepdaughter, grandparent, grandchild, greatgrandchild, step grandparent, step great grandparent, step grandchild, or step greatgrandchild or• Any person who is engaged to be married to the employee or Board member, or whootherwise holds himself or herself out as, or is generally known as, the person whom theemployee or Board member intends to marry, or with whom the employee or Board memberintends to form a household or• Any other natural person having the same legal residence as the employee

Revised December 2010ATTACHMENT ICODE OF ETHICSCitizens Code of Ethics 5RFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSEL“No Gift” RequirementEmployees and Board members are prohibited from accepting, directly or indirectly, a gift orexpenditure of any nature or any value from:• A vendor, or any employee or representative of a vendor• A policyholder or claimant that is (or could be understood to be) intended:• To influence an official decision or act of the employee or Board member• As an expression of gratitude for such a decision or actA gift is any benefit for which the recipient (employee or Board member) does not pay “actualcost” or “fair market value.” Examples of gifts include:• Food, beverages or floral arrangements• Tickets to events or performances• Invitations to social or recreational events• Any goods or services for which a cost or fee is usually chargedA vendor is any person or entity that has an ongoing contract with Citizens or is underconsideration for a contract, including, but not limited to, insurance companies, takeoutcompanies, insurance agents, adjusting firms, consultants, independent adjusters, contractors,law firms and other service providers. This includes any employee, agent, corporate officer,owner or person acting on behalf of the vendor (or any parent or subsidiary corporation).Neither a family member of an employee, nor a family member of a Board member, may accepta gift from a vendor because this could be construed as an indirect gift to the employee orBoard member. If a family member of a Citizens employee (or Board member) is employed by avendor, that family member may give a gift to the Citizens employee (or Board member) who ishis/her family member only if the giver (the family member employed by the vendor) personallypays for the gift.For example: Cynthia, a Citizens employee, whose son works for a Citizens vendor, may accept abirthday present or other gift from her son, even though he works for a vendor, only if hepersonally pays for the gift.

Revised December 2010ATTACHMENT ICODE OF ETHICSCitizens Code of Ethics 6RFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELIf an employee or Board member receives a gift and is unable to decline delivery, the gift shallbe disposed of as follows:If:The delivered gift is food or perishable goods(e.g., flowers)The delivered gift is not food or a perishable itemThen:The gift either shall be:• Returned to the giver at Citizens’ cost or• Contributed to a food bank or homeless shelterThe gift either shall be:• Returned to the giver at Citizens’ cost or• Contributed to a homeless shelterAny employee or Board member who receives a gift from a vendor must either pay the “actualcost” or “fair market value” of the gift, or give something of equal or greater value to the giver atthe same time the gift is received. When the “actual cost” is unknown, an employee or Boardmember should pay the “fair market value.”Financial and Business InterestsEmployees may not:• Knowingly own or have a material personal financial interest, directly or indirectly, in a vendor• Knowingly engage in a material personal business transaction with a vendorA material personal financial interest means any position as owner, proprietor, manager, partner(active or silent), officer, director, shareholder or beneficiary of any such business or firm. A materialpersonal financial interest does not, in most instances, pertain to ownership of a limited numberof shares in publicly held firms, shares owned through a mutual fund, or personal bank accounts.No Purchasing employee, Senior Manager, or Board member (“person”) shall either directly orindirectly purchase, rent, or lease any realty, goods, or services for Citizens from any businesswhich the person or person’s spouse or child is an officer, partner, director, or proprietor or inwhich such person or person’s spouse or child or any combination of them, has a materialinterest. A “material interest” means direct or indirect ownership of more than 5 percent of thetotal assets or capital stock of the business.

Revised December 2010ATTACHMENT ICODE OF ETHICSCitizens Code of Ethics 7RFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELSecondary EmploymentYour employment with Citizens is primary. Any work you perform outside of Citizens for whichyou receive compensation is considered secondary employment.You must obtain approval from Citizens prior to engaging in secondary employment. Employeesinterested in secondary employment must complete the Secondary Employment Request Form.Secondary employment (including self-employment) cannot:• Interfere with your ability and availability to perform your duties for Citizens• Involve a conflict of interest• Use any of Citizens’ resources, including, but not limited to, work space, time, equipment,supplies or personnel.No employee may be employed by a vendor or be under contract to provide services to a vendor.No employee at the manager level or higher can pursue or discuss any verbal or written offer ofemployment by a vendor, unless the employee promptly provides written notice of the offer tothe Director of Human Resources. The Director of Human Resources will take appropriateaction to avoid any actual or perceived conflict of interest, which could include requiring theemployee’s resignation.Refer to the Secondary Employment Policy for further details.Proper Use of Citizens’ ResourcesCitizens provides employees with all the resources to perform their duties effectively. Theseresources include, but are not limited to, personnel, computer and technology systems, officeequipment and telecommunications services.Citizens’ resources are for business use. Employees are responsible for protecting and securingCitizens’ assets, information and resources in accordance with Citizens’ policies and businessunit requirements.Although Citizens may allow personal use of some Citizens’ equipment under certain limitedcircumstances, such use:• Cannot interfere with the performance of duties• Must be infrequent and of short duration• Cannot result in additional cost to Citizens• Must not be for the purpose of conducting business related to secondary employment• Must not violate any of Citizens’ policies

Revised December 2010ATTACHMENT ICODE OF ETHICSCitizens Code of Ethics 8RFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELRefer to the Employee Handbook and the Information Technology Resources Security and UsePolicy for further details.Confidential InformationAs a Citizens employee, you may have contact with proprietary and/or confidential informationsuch as claims and underwriting files, personnel files, information technology resources or otherinformation of a sensitive or privileged nature. As a Citizens employee, you assume an obligationto maintain confidentiality. You may not access, use or disseminate this information for anyreason other than official Citizens business.When handling such information, you must take necessary precautions to insure its protectionand privacy and uphold the laws and policies that protect such information. An employee whoreceives a request for Citizens’ records must contact the Custodian of Records immediately.Refer to the Employee Confidentiality Agreement and the Records Management and RecordRequest Policy for further details.Public OfficeHolding a public office may create a conflict of interest or other employment-related issues. As aresult, if an employee considers running for political office or accepting an appointment to apublic position, the employee must immediately notify the Ethics Officer.Special Requirementsfor Senior Managersand Board MembersSenior managers (as defined in Citizens’ Plan of Operation) and Board members are subject tothe provisions of Part III of Chapter 112, F.S., which includes the Florida Code of Ethics forPublic Officers and Employees, and the public disclosure and reporting of financial interestsrequired by Section 112.3145, F.S.

Revised December 2010ATTACHMENT ICODE OF ETHICSCitizens Code of Ethics 9RFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELBoard MembersBefore participating in discussions or voting on an issue when a potential conflict of interestexists, Board members must comply with the disclosure requirements of Section 112.3143, F.S.,to the extent applicable. When a potential conflict exists, Board members should use theirdiscretion on whether to take part in or abstain from voting or discussions.Senior ManagersNo senior manager may represent another person or entity before Citizens until 2 years after thesenior manager’s retirement or termination of employment from Citizens.No senior manager may be employed or have a contractual relationship with an insurer whohas a takeout bonus agreement with Citizens, for a period of 2 years after the senior manager’sretirement or termination of employment from Citizens.Requirements underFlorida LawAcknowledgment of the Code of EthicsOn or before July 1 of each year, each employee shall sign and submit a statement acknowledgingthe Citizens’ Code of Ethics and confirm that he/she does not have a conflict of interest asdefined in this Code. Further, all prospective employees are required to complete anacknowledgment of this Code and confirm that no conflict of interest exists.The Ethics Officer will ensure that employees meet the acknowledgment requirement.Requesting an Official InterpretationIn the event that this Code does not provide the detail required in a specific situation or furtherexplanation is needed, an official interpretation may be requested. To request an officialinterpretation, contact the Ethics Officer at Ask.Ethics@citizensfla.com.Violations and PenaltiesEthical conduct and compliance are personal responsibilities, and every employee and Boardmember shall be accountable for his/her conduct. Any employee or Board member who violatesthis Code is subject to disciplinary action up to and including dismissal. The civil and criminalpenalties set forth in Sections 112.317 and 112.3173, F.S., may apply to the receipt of a gift froma vendor in violation of the “no gift” policy and to the violation by a Board member or seniormanager of the applicable provisions of Florida’s Code of Ethics for Public Officers and Employees.

ATTACHMENT ICODE OF ETHICSRFP No.: 12-0032, SUPPLEMENTAL CLAIMS COUNSELHow to report ethics violations:• Complete the Internal Complaint Form and submit toEmployeeRelations@citizensfla.com.• Contact an Employee Relations representative or theDirector of Human Resources.• Use the Tell Citizens reporting program:• 1-800-593-7420• www.tellcitizens.com