Contract Updated

8/3/2019 Contract Updated

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Confidential & Proprietary 2/1/2008 6

Sample Pricing

One-time cost for Implementation Services:

TX Services- Home Owners $ 18,400.00TX Services- Dwelling & Fire $ 18,400.00TX Services- Mobile Home (same record structure as home) $ 6,900.00TX Services- CL Property $ 19,500.00Total implementation services $ 63,200.00Multiple line implementation discount 10%1 $ 6,320.00

Net implementation services $ 56,880.00

Annual Maintenance Totals:Services Maintenance2 $12,640.00

IVANS Annual Membership3 $ 6,000.00

Additional Charges If an on site visit by IVANS Solutions Specialist is required, all related travel expenses

will be billed separately when incurred.

Software Service Includes:1. First on-site visit, if required, (a maximum of two days) includes:

i. On-site consultation and preparation of project

ii. Evaluation of files to be usediii. On-site mapping for the following transactions: Cancellation, New BusinessIssuance, Renewals, Reinstatements and Policy Change.

2. Support during mapping and development phase of download implementation.3. Generation of files to be sent to agency management system vendors, as specified

herein, for certification.4. Second on-site visit (a maximum of two days) includes:

i. Installation and training on daily use of Transformation Xpress and associatedcomponents

ii. Generation and testing of AL3 data file(s) produced by Transformation Xpress5. Certification for the agency management system platforms specified herein.

6. Systems Specialist telephone support for sixty days from the date of IVANS

software delivery.

1 Discount is based on number of lines of business installed simultaneously2 Maintenance includes both maintenance of the scripts as well as the Transformation Xpress software3

Annual IVANS membership is required.


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Maintenance Services Include

The maintenance associated with the implementation services allow IVANS to provide thefollowing support services:

Corrections of any defects in IVANS-developed scripts Up to 10 hours annually, per line of business, of IVANS staff hours to process changes

to the scripts to support changes in the customers business. Notification of ACORD changes that may impact the customers download. Notification of vendor changes that may impact the customers certifications with those

vendors. Quarterly updates to the vendor file used by the agency database included with our

software and servicesAs part of the service maintenance agreement IVANS will also provide support andmaintenance for the Transformation Xpress Software including:

Preventative Software Maintenance Remedial Software Maintenance Correction of errors, malfunctions, and defects in software Software updates Industry Standard format definition updates


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Network Charges Associated with Agency Interface

The E-Commerce Server (ECS) can be accessed via the public Internet or through the IVANSsecure AT&T network. The following charges apply to the ECS mailbox environment.

ECS Usage Based Model: Agency Registration Fees(per agency account/company order):

Account One-time Charge $25.00 Annual Administrative Fee $12.00 (pro-rated and billed quarterly)

Additionally, each month you will be charged for the use of the ECS mailboxes forsending download files to agents. Charges are based on size and number of files sent.

This is estimated to be between $4 - $8 per agent per-month, but will vary bycompany and agency based on volume of business/policies downloaded. Charges arecalculated according to the following table.

$.09 per (K), first 5 (K) $.05 per (K), 6-50 (K) $.03 per (K), 51-100 (K) $.015 per (K), 101-200 (K) $.01 per (K), 201 + (K)

As an example, a 7K file would incur the following charges:($0.09 x 5) + ($0.05 x 2) = $0.55 total for the file. As mentioned above, we have found

that the ECS managed solution averages in the range of $4- $8 per month per agent.


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THIS CONTRACT is between CITIZENS PROPERTY INSURANCE CORPORATION(Citizens), a legislatively created Florida governmental entity, having its principal place ofbusiness at 101 North Monroe Street, Suite 1000, Tallahassee, FL 32301, and IVANS, INC.(IVANS or Vendor) having its principal place of business in Florida at 5405 Cypress CenterDrive, Tampa, Florida 33609.

On December 2, 2008, Citizens issued Invitation to Negotiate No. 08-0034 for AgencyManagement System Download (the ITN). Responsive proposals to the ITN were timelyreceived from 3 prospective respondents, including IVANS, as amended by IVANS Best andFinal Offer dated March 26, 2009 (together the ITN Response). The procurement and thiscontract are for IVANS to provide to Citizens certain computer software, documentation andservices to implement a system to transfer data from Citizens various insurance policymanagement systems to the agency management systems used by its agents and agencies (theSystem).

The parties agree to the following:

1. INCORPORATION OF DOCUMENTS: The following documents are herebyincorporated by reference into this Agreement:

a. Citizens Standard Terms & Conditions Service Contracts;

b. The ITN, which includes all attachments and addendum (Exhibit 1);

c. IVANS ITN Response (Exhibit 2);

d. IVANS ECS Service and Support Level Objective; IVANS Translation Services

Service Level Objective; IVANS Translation Software Maintenance (composite

Exhibit 3);

e. IVANS ECS Information Security Standards (Exhibit 4);

f. IVANS TX Software License (Exhibit 5);

g. IVANS Communications Services Agreement (Exhibit 6).; and

h. Initial Project Schedule (Exhibit 7).

2. HIERARCHY: In case of a conflict of terms or provisions between this Agreement andany of the documents referenced in Section 1 above, the following shall serve as an orderof precedence from most controlling document to the least controlling document:

a. This Agreement;b. Citizens Standard Terms & Conditions Service Contracts;


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Contract No.: 2009-######ITN No.: 2008-0034

Page 2 of 7

c. The ITN; andd. IVANS ITN Response.e. Other attached exhibits.If a conflict exists, the non-conflicting portion(s) of the term or provision of the lesscontrolling documents shall remain enforceable.

3. TERM: This Agreement shall take effect upon full execution by the parties (the EffectiveDate), and shall continue for a period of five years from the date that the System isimplemented for and accepted by Citizens (the Live Date).

4. RENEWAL: Citizens has the option to extend this Contract for a single two-year renewalterm, which may be exercised at the discretion of Citizens by written notice no less than 30days prior to expiration of the initial term.

5. LICENSE:

Upon the term and conditions hereof, IVANS hereby licenses to Citizens the right to use all

software, documentation and other intellectual property of IVANS (collectively, theIVANS IP) for the purposes as anticipated by this Agreement and the incorporateddocuments. IVANS grants to Citizens a license to copy, use and deploy the IVANS IP onCitizens equipment at up to three sites: one production site, one development/testing site,and one other disaster recovery (DR) site (the Site License). The software licensesacquired by Citizens through this agreement shall be as described in TransformationExpress (TX) Software License (Exhibit 5) and this Contract. In any conflict betweenthe terms hereof and the TX Software License, the terms of this Contract shall control.

6. PAYMENTS: This is a fixed-price contract. Citizens shall pay vendor in accordance withthe following price schedule:

PaymentCondition

Payment Amount

Completion of acceptancetesting and signoff by Citizens

(Live Date)

Site License Fee (One Time)Membership Fee (First Year)Implementation Services Fee

Maintenance/Support Fee (First Year)

$XXXX

Completion of Initial Training Training Fee $XXXX

Yearly Anniversary of LiveDate

Membership Fee (Annual)Maintenance and Support Fee

$XXXX

7. AGENT/AGENCY FEES: In addition to the above payments to be made by Citizens,

IVANS will charge each of Citizens agents who receives a download from Citizens duringthat month, a fee not to exceed $XX.XX per month. Citizens agents who utilize ECS will berequired to sign an IVANS Communications Services Agreement in the form attachedhereto as Exhibit 6.

8. SERVICES. IVANS shall perform the services which are set forth in this contract, theITN and the ITN Response (the Services). Without limiting the foregoing statement, the


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Services include the provision of technical assistance (up to two days) to work withCitizens personnel to determine the data fields to be exported from Citizens policymanagement systems and map those fields to a defined file on Citizens server on whichIVANS Transformation Express software shall be loaded by Citizens (TX Server). TheServices will also include such System configuration, modification and technical supportservices as are necessary for the System to communicate Citizens data to Citizens agentsagency management systems. The Services will include the provision of initial training to

Citizens personnel and, after the Live Date, the provision of maintenance and supportservices.

9. IMPLEMENTATION SERVICES: In consideration of the Implementation Services Feedescribed above, IVANS agrees to provide services to implement the System for Citizens.The mutual intention of both parties is to have the System interface with Citizens policyadministration systems such that the creation of the data downloads to the agents systemsis done automatically, with minimal human intervention necessary.

Data Communication and Transformation: The parties will work together todevelop and implement an interface between Citizens policy administration systemsand the TX server. Due to its expertise, IVANS will provide the majority of the effortin this regard. Without limiting the foregoing statements, IVANS will meet withCitizens personnel to map Citizens policy systems data output to a file formatsuitable for input to the TX server. Once the data mapping is complete, Citizenspersonnel will be responsible for such programming as may be necessary to create theagreed file format (the data export). IVANS personnel will assist Citizens in thisendeavor.

10. TRAINING SERVICES: In consideration of the Training Fee described above, IVANSagrees to provide Citizens with training as follows:

a. Initial Training: Technical Training: Contemporaneous with final acceptance

testing or at such other time as may be mutually agreed, IVANS will provide atleast one day of in-person training to Citizens IT staff in the maintenance of theTX server and other components of the System which will be maintained directlyby Citizens.

b. Initial Training: Train-the-Trainers: Also contemporaneous with finalacceptance testing, IVANS agrees to provide on-site training of at least one day totrain Citizens personnel to train agents and other Citizens personnel to use theSystem. This training will be sufficient to allow Citizens to provide first tiersupport to its agents.

c. Additional Training: After the Live Date and after completion of the InitialTraining services described above, IVANS will provide such training as Citizensmay request from time to time at its then-current training rates.

11. MAINTENANCE AND SUPPORT SERVICES: IVANS will establish and maintain theSystem in accordance with and to meet the performance standards set forth in the ECSService and Support Level Objective; the Translation Services Service Level Objective;


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and the IVANS Translation Software Maintenance documents attached hereto as acomposite exhibit.

12. PROJECT REPORTING:. During the time period between execution of this contract andthe Live Date, IVANS will provide regular reports to Citizens Project Manager. At aminimum, these reports will consist of a weekly status report and a monthly status andissues report. At Citizens option, IVANS will meet with Citizens Project Sponsor or

senior management to report status and issues.Reporting frequency and delivery times may be changed or modified upon mutualagreement by both Parties Additional reports may be added to the deliverable scheduleupon written mutual agreement by both Parties.

13. CONTRACT ADMINISTRATOR: Citizens will name a Contract Administrator duringthe term of this Agreement whose responsibility will be to maintain this Agreement. As ofthe Effective Date, the Contract Administrator is:

Lori Newman, Purchasing DepartmentCitizens Center

2101 Maryland CircleTallahassee, Florida [email protected]

Citizens will provide written notice to Vendor of any changes to the ContractAdministrator.

14. PROJECT MANAGERS: Each Party will designate a Project Manager during the termof this Agreement whose responsibility shall be to oversee the Party's performance of itsduties and obligations pursuant to the terms of this Agreement. As of the Effective Date,Citizens and Vendors Project Managers are as follows:

Citizens Project Manager:Subra Vedula2139 Maryland CircleTallahassee, Florida [email protected]

IVANS Project Manager:QWERTY, Group VP Implementation Services4357 Ferguson Drive Suite 230

Cincinnati, OH 45245


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15. CHANGE CONTROL: Any changes or modifications to the scope of the project will beanalyzed by both parties and documented in detail using Citizens Change Request form,which must also include IVANS estimated time and cost for implementing the requestedchange, as well as the estimated impact on the project schedule. The Change Request willnot become an order for a change until it is signed by both parties.

16. DELIVERABLES SCHEDULE: The parties agree to adhere to the Initial ProjectSchedule (Exhibit 7), which can be changed by mutual written agreement. Additionally,the parties acknowledge that Citizens currently has several projects underway or scheduledto be started with implementation schedules which overlap the anticipated implementationschedule for the Services. The project managers for both parties shall work together toaccommodate any project delays necessary. However, Citizens project manager shall havediscretion in this regard.

17. TECHNICAL SUPPORT: The fixed-price for Implementation Services shall cover allIVANS services necessary to implement the System, including without limitation datamapping, configuration of Transformation Express software, which will be loaded by

Citizens onto their server. The System implementation will be considered complete uponthe successful completion of vendor certification for each line of business for the followingagency management systems: Applied Systems TAM, Applied Systems DORIS, AMSAfW, AMS Sagitta, and AMS 360 (the Live Date).

18. AGENCY MANAGEMENT SYSTEM CERTIFICATIONS. The parties agree thatunder the current pricing, Citizens is entitled to certification of the agency managementsystems underlined in Section 2.5.3(g) of the ITN Response, plus four additional selectionsat no additional cost. Citizens reserves the right to identify the four additional agencymanagement systems at a future date.

19. PERFORMANCE MEASURES:

The parties understand and agree that Vendors performance will be measured by thefollowing factors:

(a) Initial Performance Measure: Successful implementation of the System asevidenced by fault-free translation and download of agency data, and signoffby Citizens on acceptance testing results; and

(b) Ongoing Performance Measure: Acceptable IVANS customer service levelsas evidenced by results of periodic agent and agency satisfaction surveys.

20.

MONITORING:

As set forth in the ITN (including Section 3), Vendor shall continuously monitor and recordits Services to make sure they meet or exceed all contractual provisions, Service LevelRequirements, and other performance measures outlined in this Contract and in the ITN(the Service Standards). Citizens may continually or periodically monitor Vendorsperformance to ensure that the Services provided meet or exceed the Service Standards.


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Vendors failure to meet or exceed these Service Standards may result in corrective actionor termination.Citizens may conduct programmatic and other administrative contract monitoring, at anytime during the term of this Contract. The purpose of this monitoring is to ensuring that allof Vendors responsibilities and obligations under this Contract are being met and fulfilled,and may include but is not limited to: on site-visits; report review; Services review;invoices review; Deliverables review; compliance reviews; and a review of any other areas

reasonably necessary.

21. CORRECTIVE ACTION, NON-COMPLIANCE:

Vendors failure to perform to the Service Standards may, at Citizens discretion, bedeemed a material breach of this Contract. Due to the time-sensitive nature of Servicesbeing performed by Vendor, Citizens may deliver any written notice pursuant to thissection by US mail, facsimile or electronic mail, or other electronic means. If at any timeduring the term of this Contract, Citizens monitoring determines that the Vendor is notperforming to the Service Standards, Citizens may deliver a written notice to the VendorsProject Manager identifying the issues and requesting a corrective action plan (CAP) be

submitted to Citizens within a defined timeframe. Citizens has the discretion as to whenthe CAP (or Amended CAP) be returned to Citizens. Citizens has the right to deny,approve or conditionally approve the Vendors CAP, and will do so by written notice. IfCitizens denies the CAP plan, it shall advise Vendor of the reason(s) and allow Vendor theability to submit an amended CAP within a timeframe specified by Citizens (the AmendedCAP).

Vendors failure to submit an approved CAP or Amended CAP to Citzens, or failure tocomply with the conditions of an approved CAP or Amended CAP, will be a materialbreach, and Citizens may: (1) immediately and indefinitely stop all payments to Vendor; or(2) terminate this Agreement.

The foregoing procedure will be used at the discretion of Citizens and this Section is notintended to limit Citizens discretion to take immediate action if such is warranted asdetermined by Citizens.

22. INTELLECTUAL PROPERTY:

Other than the license and contractual rights as described herein, Citizens will have norights in the software, trademarks and other intellectual properties created or provided byIVANS. Likewise, IVANS shall have no rights in the software, trademarks and otherintellectual properties of Citizens. As regards intellectual properties, including without

limitation software, created by either or both parties in the performance of their dutiesunder this Agreement, the following terms shall apply:

(a) Software and modifications to software created to gather and prepare Citizens datainto a format for import into the TX server (the Citizens data export interface) shall beowned by Citizens with a license to IVANS for the sole purpose of fulfilling its obligationshereunder.


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(b) Software and modifications to software created to accept the data export file into TXserver (the TX server import interface) shall be owned by IVANS with a license to Citizensfor the sole purpose of fulfilling its obligations hereunder.

(c) User interface features, including field names, validation rules and logic flow, whichare unique to Citizens, shall be the proprietary and confidential property of Citizens to theextent that they are the result of customization services provided under this Agreement.Otherwise, Citizens will have no proprietary claim on such features.

23. SECURITY:

IVANS agrees to maintain its operations and the operation of the System in accordancewith all applicable laws, with the ITN, the ITN Response, and with the ECS InformationSecurity Standards document attached hereto.

Citizens and IVANS certify by their undersigned authorized agents that they have read thisAgreement and agree to be bound by their terms and conditions.

CITIZENSPROPERTY INSURANCE

CORPORATION

IVANS, INC.(IVANS)

SIGNATURE SIGNATURE

TYPED NAME TYPED NAME

TITLE TITLE

DATE SIGNED DATE SIGNED


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Citizens Standard Terms and Conditions (rev. 03/09/2009)

STANDARD TERMS AND CONDITIONS

SERVICE VENDOR

1. DEFINITIONSa) Contract means the agreement between Citizens and a Vendor, to which these Standard Terms and

Conditions are incorporated by reference.

b) Citizens means the Citizens Property Insurance Corporation, a State of Florida legislatively

created governmental entity governed by subsection 627.351(6), Florida Statutes, and the Plan of

Operation adopted there under, which is available on Citizens website at www.citizensfla.com

c) Trade Secrets means any information considered exempt from public records disclosure as a trade

secret under Florida law.

d) Vendor means that person or entity that is a party to the Contract with Citizens.

e) Vendors Records means and books, works, documents, or other records of Vendor related to this

Contract.

COMPLIANCE

2. INVOICING AND PAYMENTInvoices shall contain the Contract number, purchase order number if applicable, and appropriate Vendor

identification information. Citizens may require any other information from Vendor that Citizens deems

necessary to verify any purchase order placed under the Contract. Invoices that must be returned to a

Vendor due to preparation errors will result in a delay in payment. The receiving office shall either return

the invoice to Vendor for correction or approve it and submit it to Citizens accounting department, which

will approve the invoice for payment within thirty days, unless good cause exists for non-approval.

3. TAXES

Citizens is a State of Florida legislatively created governmental entity and does not pay Federal excise orsales taxes on direct purchases of tangible personal property. Citizens will not pay for any personal

property taxes levied on Vendor or for any taxes levied on employees wages. Any exceptions to this

section shall be explicitly noted by Citizens in the special contract conditions section of the solicitation or

in the Contract or purchase order.

4. GOVERNMENTAL RESTRICTIONSIf Vendor believes that any governmental restrictions have been imposed that require alteration of the

material, quality, price, workmanship or performance of the products or services offered under the

Contract, Vendor shall immediately notify Citizens in writing, indicating the specific restriction. Citizens

reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no

further expense to Citizens.

5. CONTRACT CONFORMED TO GOVERNING LAWVendor acknowledges that Citizens is a government entity established under its enabling statute,

Subsection 627.351(6), Florida Statutes (the Act). This Contract is deemed to conform to the Act, and

any other sections of the Florida Statutes applicable to Citizens as a government entity, as they existed as

of the Effective Date of the Contract.


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6. CITIZENS CODE OF ETHICSVendor has read and agrees to comply with Citizens Code of Ethics (Conflict of Interest Policy and

Procedure revised in August 2007), and execute the Conflict of Interest Disclosure Form as specifiedby Citizens.

7. TRAVEL POLICYIf (and to the extent) that the Contract provides for Citizens to reimburse Vendors expenses, Vendor has

read and agrees to comply with Citizens Travel and Travel Reimbursement Policy For NonCitizens Employees, as currently in effect and amended in the future, except that MealReimbursement is replaced with Consistent with this policy, it is expected that expenses for meals will

be both reasonable and appropriate.

8. VENDORS RECORDSVendor shall retain Vendors Records for the longer of (1) three years after the expiration of the Contract

or (2) the period required by the General Records Schedules maintained by Citizens Record Retention

Policy.

9. RIGHT TO AUDIT RECORDS.Citizens, other government entities as required by law such as the State of Florida Auditor General, shall

have the right to review and audit any of Vendors Records related to this Contract, upon reasonablewritten notice of at least three (3) business days. Vendor shall not unreasonably delay or inhibit Citizens

right to review as set forth in this section. Vendor shall not be responsible for any costs of investigations

or audits

10.SECURITY AND CONFIDENTIALITYVendor agrees and acknowledges that certain information disclosed by Citizens to Vendor in the course

of this Contract is confidential and exempt from Florida Public Record laws contained in Chapter 119,

Florida Statutes, and may contain other proprietary or Trade Secret information. Both parties further agreethat this information, together with and any data, and documentation, including all nonpublic personal

information such as to be subject to the provisions of Section 627.351(6), Fla. Stat., and 15 U.S.C.

6801 et seq., and further including, without limitation, all information, data, and documentation related

to manuals, lists, policy holder information, operating and other systems or programs, business practicesor procedures, insurance policies, claimants or claims, and business, governmental, and regulatory matters

of Citizens are confidential (Citizens Confidential Information). Vendor shall not use, disclose,

communicate, possess, transmit, copy or reproduce any of Citizens Confidential Information, and shall

not permit any third parties or business entities to disclose, distribute or otherwise transmit Citizens

Confidential Information, in whole or in part, in any manner. Vendor shall exercise at least the same

degree of care as it normally exercises to protect its own proprietary information, which shall be no less

than reasonable care, to protect Citizens documents, files, system programs, or data in any form from

unauthorized disclosure. The sale, disclosure, duplication, or unauthorized use of this information is

grounds for immediate termination of the Contract as a Material Breach. This provision shall not apply to

documentation, information or material that: (1) is publicly available through no fault of Vendor; or (2)

Vendor developed independently without relying in any way on Citizens Confidential Information. This

section shall survive the termination or expiration of the Contract, regardless of the reason for terminationor expiration. To insure confidentiality, Vendor shall take appropriate steps as to its personnel, agents,

and subcontractors. The warranties of this provision shall survive the Contract.

The Vendor acknowledges and agrees that Citizens will suffer irreparable harm and that monetary

damages will not be adequate to compensate Citizens, in the event that the Vendor fails to comply with

the terms of the Contract and specifically the provisions of this section. Accordingly, in addition to any


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other remedies available to it at law or in equity, Citizens shall be entitled to injunctive relief to enforce

the provisions of this section and the Contract

11.PUBLIC RECORDSVendor acknowledges that Citizens is subject to Chapter 119, Florida Statutes, public record requests

(PRR); therefore, any information provided to Citizens may fall within the disclosure requirements of

Chapter 119, Florida Statutes. Vendor must clearly label and mark each page or section of informationprovided to Citizens in connection with this Contract that it considers Trade Secret, or otherwise

confidential, proprietary, or exempt from Chapter 119, and s. 24(a), Art. I., State Const. (Vendors

Confidential Information).

If Citizens receives a PRR or request from any regulatory or legislative entity regarding Vendors

Confidential Information it shall promptly notify Vendor in writing, or electronically. The parties agree

(to the extent permitted by law) that Citizens shall not produce Vendors Confidential Information unless

authorized by Vendor, or by order of a Court of competent jurisdiction. In the event a legal proceeding is

brought to compel the production of Vendors Confidential Information, the parties agree that Citizens is

authorized to deliver Vendors Confidential Information to the Court or other legal tribunal for

disposition. If Vendor continues to assert in good faith that Vendors Confidential Information is

confidential or exempt from disclosure or production pursuant to Chapter 119, Florida Statutes, thenVendor shall be solely responsible for defending its position, or seeking a judicial declaration. Nothing in

this Contract shall create an obligation or duty for Citizens to defend or justify Vendors position. Vendor

also agrees to indemnify and hold harmless Citizens for any award, damages, fines, fees, penalties or

impositions of whatsoever nature or kind and all costs and fees, including attorneys fees, incurred by

Citizens in connection with this section.

If Vendor receives a PRR that is in any way related to this Contract Vendor agrees to immediately

forward the PRR to Citizens Record Custodian for logging and processing. Citizens shall be the party

responsible for coordinating the response and production to the PRR. Vendor is not authorized to

unilaterally respond to a PRR without express written direction from Citizens. Citizens Records

Custodians mailing address is: Records Custodian, 2101 Maryland Circle, Tallahassee, FL 32303.

Vendor agrees to assist Citizens in responding to any PRR in a prompt and timely manner as required byChapter 119, Florida Statutes.

12.COMPLIANCE WITH LAWSVendor will comply with all applicable laws, ordinances, rules, and regulations governing Vendors

duties or responsibilities under this Contract. Vendor is responsible for assuring that all persons who

perform services for Citizens under this Contract are properly licensed and are maintaining compliance

with all applicable laws governing their conduct.

13.NAME/LOGOSWithout the prior written consent of Citizens, Vendor shall not publish or use Citizens name, logo, or

symbols from which Citizens name may be reasonably inferred or implied. This includes but is not

limited to using Citizens name, logo or symbol in any research, solicitations, advertisements, promotions,or any other publicity matter relating directly or indirectly to this Contract. Additionally, without the prior

written consent of Citizens, Vendor shall not disclose the existence of this Contract, and shall not use this

Contract for marketing or business reference purposes.

14.CONVICTED VENDOR LISTVendor warrants that neither it nor any affiliate is currently on the convicted vendor list maintained

pursuant to section 287.133 of the Florida Statutes, or on any similar list maintained by any other state or


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the federal government. Vendor shall immediately notify Citizens in writing if its ability to perform is

compromised in any manner during the term of the Contract.

SUSPENSION AND TERMINATION

15.SUSPENSION OF WORK

Citizens may, in its sole discretion, suspend any or all activities under the Contract or purchase order, atany time, when it is in the best interests of Citizens to do so. Citizens shall provide Vendor written notice

outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited

to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a

suspension notice, Vendor shall comply with the notice and shall not accept any purchase orders. Within

ninety days, or any longer period agreed to by Vendor, Citizens shall either (1) issue a notice authorizing

resumption of work, at which time activity shall resume, or (2) validly terminate for Convenience the

Contract or purchase order as specified in the Contract. Suspension of work shall not entitle Vendor to

any additional compensation.

16.TERMINATION WITHOUT CAUSEBy thirty (30) days advanced written notice, Citizens may terminate the Contract in whole or in part, at its

sole discretion and without the need to specify a reason for termination. The actual date of termination ofthe Contract will be thirty (30) days from the date of the written notice, or as otherwise specified in

Citizens written notice (the Termination Date). After the Termination Date Vendor shall not furnish

any new product or services, except as the Parties agree is necessary to complete the continued portion of

the Contract. Vendor shall not be entitled to recover any cancellation charges or damages, including lost

profits or reliance damages. Vendor shall be entitled to Fees identified in Section 5. Termination of

Transformation Station Service During Implementation of the Transformation Xpress Software License

Agreement.

17.TERMINATION FOR CAUSEEither party may terminate the Contract in whole or in part if the other party fails to honor its material

obligations. Except as otherwise provided herein, before terminating the Contract, the party that believesthe other party is failing to comply with the Contract shall notify the other, in writing, of the nature of the

failure to perform and provide a reasonable time certain for correcting the failure (such time should not

generally be less than ten days from receipt of the notice). If the other party does not correct its failure to

perform within the time provided, and its failure is not legally excusable, the party claiming failure to

perform may thereafter notify the other, in writing, that it considers the other in default and may terminate

the Contract, in whole or in part. Vendor shall continue work on any work not terminated.

LIABILITY AND DISPUTES

18.DISPUTE RESOLUTIONAny dispute concerning performance of the Contract shall be decided by Citizens' designated contract

manager, who shall reduce the decision to writing and serve a copy on Vendor. The decision shall be finaland conclusive unless within twenty one days from the date of receipt, Vendor files with Citizens a

written exception to the decision, expressly identifying facts and law in support of its position. Vendor

acknowledges that Citizens in not agency for purposes of the Florida Administrative Procedures Act,

chapter 120 of the Florida Statutes. Prior to commencing any litigation relating to the terms of the

Contract, or to any decision pursuant to this section 15, the parties agree that they will attempt to resolve

any dispute through non-binding mediation. The parties agree that, if a disagreement arises as to the

terms or enforcement of any provision of this Contract, each party shall in good faith attempt to resolve


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the disagreement and exhaust all applicable administrative remedies prior to the filing a lawsuit or

commencing a legal action. The parties also agree to waive any right to jury trial.

19.INDEMNIFICATIONVendor shall be fully liable for the actions of its agents, employees, partners, or subcontractors, and shall

fully indemnify, defend, and hold harmless Citizens, and its officers, agents, and employees, from suits,

actions, damages, and costs of every name and description, including attorneys fees, arising from or

relating to personal injury and damage to real or personal tangible property alleged to be caused in wholeor in part by Vendor, its agents, employees, partners, or subcontractors, provided, however, that Vendor

shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or

omission of Citizens.

Further, Vendor shall fully indemnify, defend, and hold harmless Citizens from any suits, actions,

damages, and costs of every name and description, including attorneys fees, arising from or relating to

violation or infringement of a trademark, copyright, patent, Trade Secret or intellectual property right;

provided, however, that the foregoing obligation shall not apply to Citizens misuse or modification of

Vendors products or Citizens operation or use of Vendors products in a manner not contemplated by

the Contract or the purchase order. If any product is the subject of an infringement suit, or in Vendors

opinion, is likely to become the subject of such a suit, Vendor may at its sole expense procure for Citizens

the right to continue using the product or to modify it to become non-infringing. If Vendor is notreasonably able to modify or otherwise secure Citizens the right to continue using the product, Vendor

shall remove the product and refund Citizens the amounts paid in excess of a reasonable rental for past

use. Citizens shall not be liable for any royalties.

Vendors obligations under the preceding two paragraphs of this section with respect to any legal action

are contingent upon Citizens giving Vendor (1) written notice of any action or threatened action, (2) the

opportunity to take over and settle or defend any such action at Vendors sole expense, and (3) assistance

in defending the action at Vendors sole expense. Vendor shall not be liable for any cost, expense, or

compromise incurred or made by Citizens in any legal action without Vendors prior written consent,

which shall not be unreasonably withheld.

LIMITATION OF LIABILITY.

(a) FOR ANY ONE OR MORE BREACH OF OR DEFAULT UNDER THIS AGREEMENT

(INCLUDING ANY EXHIBIT ATTACHED TO AND MADE A PART OF THE AGREEMENT)

OR BREACH(ES) OF CONDITION OR FUNDAMENTAL TERM, THE ENTIRE LIABILITY

OF IVANS AND CITIZENS EXCLUSIVE REMEDY, EXCEPT AS EXPRESSLY PROVIDED

OTHERWISE IN THIS AGREEMENT, SHALL BE PAYMENT OF THE ACTUAL DIRECT

DAMAGES SUFFERED BY YOU, AS A DIRECT RESULT OF A BREACH OF OR DEFAULT

UNDER THIS AGREEMENT.

(b) IN NO EVENT SHALL IVANS' LIABILITY FOR DAMAGES OR MONETARY

PAYMENTS OF ANY KIND, WHETHER INDIVIDUALLY OR CUMULATIVELY IN ANYSINGLE YEAR OF THIS AGREEMENT, EXCEED THE FEE PAID BY YOU TO IVANS

DURING SUCH YEAR FOR THE PRODUCT AND/OR SERVICE IN CONNECTION WITH

WHICH LIABILITY OCCURRED.

(c) IN NO EVENT SHALL IVANS BE LIABLE FOR ANY SPECIAL, INDIRECT,

INCIDENTAL, CONSEQUENTIAL, AND/OR EXEMPLARY DAMAGES, LOSSES, OR


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Page 6 of 7


EXPENSES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, LOSS OF

COMPUTER TIME, INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, FOR

ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO

REALIZE EXPECTED SAVINGS AND ANY OTHER COMMERCIAL OR ECONOMIC LOSS

OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR

INABILITY TO USE THE PRODUCTS OR SERVICES, EVEN IF IVANS HAS BEEN ADVISED

OF OR KNOWS OF THE POSSIBILITY OF ANY OF THESE DAMAGES. NO ACTION OFANY KIND ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY

MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED, OR IN THE

CASE OF NONPAYMENT, MORE THAN ONE (1) YEAR FROM THE DATE THAT IVANS

LEARNED OF AN UNPAID INSTALLMENT.

(d) SECTIONS 3(a), (b) and (c) SHALL APPLY IRRESPECTIVE OF THE NATURE OF

THE CAUSE OF ACTION UNDERLYING YOUR CLAIM, DEMAND OR ACTION,

INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT AND TORT.

THE FOREGOING LIMITATIONS ON LIABILITY WILL NOT APPLY TO PARAGRAPH

TWO OF SECTION 11. PUBLIC RECORDS, OR PARAGRAPH TWO OF SECTION 19.

INDEMNIFICATION.

20.JURISDICTION AND VENUEThis Contract shall be deemed to have been made in the State of Florida and shall be subject to, and

governed by, the laws of the State of Florida, and no doctrine of choice of law shall be used to apply any

law other than that of the State of Florida. Each party hereby irrevocably consents and submits to the

exclusive jurisdiction of the State courts sitting in Tallahassee, Leon County, Florida, for all purposes

under this Contract, and waives any defense to the assertion of such jurisdiction based on inconvenient

forum or lack of personal jurisdiction.

MISCELLANEOUS

21.WARRANTY OF AUTHORITYEach person signing the Contract warrants that he or she is duly authorized to do so and to bind the

respective party to the Contract.

22.WARRANTY OF ABILITY TO PERFORMEach party warrants that, to the best of its knowledge, there is no pending or threatened action,proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit,

restrain, or diminish the partys ability to satisfy its Contract obligations.

23.ENTIRE AGREEMENTThis Contract and any and all exhibits, schedules and enclosures attached hereto, each of which is

incorporated into this Contract by this reference, constitute and embody the entire agreement andunderstanding of the parties with respect to the subject matter hereof, supersede any prior or

contemporaneous agreements or understandings with respect to the subject matter hereof.

24.MODIFICATION OF TERMSThe Contract may only be modified or amended upon mutual written agreement of Citizens and Vendor.

No oral agreements or representations shall be valid or binding upon Citizens or Vendor. No alteration or

modification of the Contract terms, including substitution of product, shall be valid or binding against


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Page 7 of 7


Citizens. Vendor may not unilaterally modify the terms of the Contract by affixing additional terms to

product upon delivery (e.g., attachment or inclusion of standard preprinted forms, product literature,

shrink wrap terms accompanying or affixed to a product, whether written or electronic) or byincorporating such terms onto Vendors order or fiscal forms or other documents forwarded by Vendor

for payment. Citizens' acceptance of product or processing of documentation on forms furnished by

Vendor for approval or payment shall not constitute acceptance of the proposed modification to terms and

conditions.

25.WAIVERThe delay or failure by a party to exercise or enforce any of its rights under this Contract shall not

constitute or be deemed a waiver of the partys right thereafter to enforce those rights, nor shall any single

or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any

other right.

26.EXECUTION IN COUNTERPARTSThe Contract may be executed in counterparts, each of which shall be an original and all of which shall

constitute but one and the same instrument.

27.SEVERABILITY

If a court deems any provision of the Contract void or unenforceable, that provision shall be enforcedonly to the extent that it is not in violation of law or is not otherwise unenforceable and all other

provisions shall remain in full force and effect.

28.HEADINGSThe sections and headings herein contained are for the purposes of identification only, and shall not be

considered in construing this Contract.

29.ASSIGNMENT/SUBCONTRACTING:Vendor may not assign its rights or obligations without first obtaining the written permission of Citizens,

which shall not be unreasonably withheld.

30.SUCCESSORS AND ASSIGNS:This Contract shall inure to the benefits of, and be binding upon, the successors and assigns of the parties

hereto, but only as permitted under this Contract.

31.FORCE MAJEURE:

IVANS shall be excused for the period of any delay in the performance of any of its obligations

under this Contract when prevented from performing such obligations by cause or causes beyondits reasonable control, including, without limitation, war, riots, fire or other casualty or acts of

nature.


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Exhibit 1

ITN 08-0034


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INVITATION TO NEGOTIATE (ITN)

FORITN No.: 08-0034

Agency Management Systems (AMS) Download

Refer ALL Inquiries to Procurement Officer

Purchasing DepartmentCitizens Property Insurance Corporation

2101 Maryland CircleTallahassee, Florida 32303

E-Mail: [email protected]

TABLE OF CONTENTS

SECTION 1 INTRODUCTORY MATERIAL

1.1 STATEMENT OF PURPOSE

1.2 CITIZENS BACKGROUND

1.3 CALENDAR OF EVENTS

1.4 CONTACT INFORMATION

SECTION 2 PROCUREMENT INSTRUCTIONS

2.1 PROPOSAL INQUIRIES AND QUESTIONS

2.2 SOLICITATION DOCUMENTS AND ADDENDUMS2.3 ENVIRONMENTAL POLICY

2.4 SUBMISSION OF PROPOSAL

2.5 PROPOSAL FORMAT AND CONTENTS

2.6 EVALUATION AND NEGOTIATION PROCESS


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ITN No.: 08-0034 December 2, 2008Section 1 - Introductory Material Page 2 of 29

SECTION 3 SCOPE OF SERVICES

3.1 DEFINITIONS SOLICITATION SPECIFIC3.2 PROJECT BACKGROUND3.3 STANDARD REQUIREMENTS AND SPECIFICATIONS3.4 APPLICATION AND TECHNOLOGY REQUIREMENTS

3.5 SECURITY3.6 AVAILABILITY3.7 CUSTOMER SUPPORT3.8 DISASTER RECOVERY3.9 REPORTING

ATTACHMENT A PRICE SHEETATTACHMENT B CPIC VENDOR RESILIENCY BUSINESS CONTINUITY

PLANNING QUESTIONNAIRE

REQUIRED WEBSITE FORMS AND DOCUMENTS:The below list of standard website documents and forms also pertain to this competitive

solicitation and are posted on Citizens Website in a folder titled Standard PurchasingDocuments for review and download. It is the Vendors responsibility to review andsubmit all applicable forms with your response. Citizens Website address ishttp://www.citizensfla.com/about/purchasing-current_reqs.cfm

Website Document No.: 01 Vendor Conflict of InterestDisclosure Form (Form No.: 501b)

Website Document No.: 02 Business Corporate References

Website Document No.: 03 Corporate Background

Website Document No.: 04 Standard Terms and Conditions

Website Document No.: 05 Citizens' Travel Policy

Website Document No.: 06 Citizens Information Technology Standard Policy

Website Document No.: 07 Citizens Contract - DRAFT

Website Document No.: 08 FSBE Declaration of Qualification

Website Document No.: 09 Code of Ethics

SECTION 1 INTRODUCTORY MATERIAL

1.1 STATEMENT OF PURPOSE: Citizens Property Insurance Corporation

(Citizens) is seeking Proposals from Vendors for a service to provide anautomated and on-demand data download mechanism for transferring data fromCitizens policy processing system to an agency management system.

The contract term is anticipated to be five (5) years, and, at the discretion ofCitizens to have one (1), 2-year renewal period (two (2) renewal years total).

Citizens seeks to partner with a Vendor who can provide a service to alleviate


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ITN No.: December 2, 2008Section 1 - Introductory Material Page 3 of 29

workload and data integrity issues for this process as indicated within thisdocument and any addenda that may be issued via Citizens Website located at(http://www.citizensfla.com/about/purchasing-current_reqs.cfm ). Each Vendormust familiarize itself with the general requirements before submitting aresponse.

It is the Vendors obligation to check Citizens Website to ensure that theirsolicitation includes all addenda.

1.2 CITIZENS BACKGROUND: Citizens was created in 2002, when the FloridaLegislature combined the Florida Residential Property and Casualty JointUnderwriting Association (FRPCJUA) and the Florida Windstorm UnderwritingAssociation (FWUA). Citizens provides insurance to Florida homeowners whocannot find coverage in the open, private insurance market.

Citizens is governed by section 627.351(6) of the Florida Statutes and operatespursuant to a Plan of Operation approved by the Financial Services Commissionof the State of Florida. Citizens operates under the supervision of a Board ofGovernors comprised of eight (8) appointed members.

Additional information is available at Citizens Website located at:http://www.citizensfla.com/about/purchasing-current_reqs.cfm .

1.3 CALENDAR OF EVENTS: Listed below are the important dates / times by whichthe actions will be taken or completed.

CALENDAR OF EVENTS

DATE: TIME: ACTIONS:

December 2, 2008 Release Solicitation

December 16, 2008 5:00:00 PM ETLast Day for Submission of WrittenQuestions

December 31 2008Answers to Questions Posted on CitizensWebsite

January 23, 2009 2:00:00 PM ET Proposals Due

February 24, 2009 Negotiations - Begin

March 10, 2009 Negotiations - Completed

1.4 CONTACT INFORMATION: Questions related to the procurement should beaddressed to:

Purchasing DepartmentCitizens Property Insurance Corporation

2101 Maryland CircleTallahassee, Florida 32303


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ITN No.: 08-0034 December 2, 2008Section 1 - Introductory Material Page 4 of 29

(850) 521-8310 Phone(850) 575-0936 Facsimile

E-mail: [email protected]

From the date this solicitation is issued until a notice of recommended award,

rejection of all Proposals or other notice is made, no contact related to thesolicitation will be allowed between a Vendor and any other party for the purposeof influencing the award, including any member of the Board of Governors orCitizens staff, with the exception of the Procurement Officer or his/her designee.Any unauthorized contact may disqualify the Vendor from further consideration.


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ECS Service and Support Level Objective

ECS Service Availability/Reliability1

The availability objective for the ECS front end application processors, including the standardFTP, SSL FTP, and all .NET web service interfaces is 99% measured in minutes, on a monthly

basis except during scheduled maintenance or applying any patches. IVANS shall not be

responsible if power for the ECS service is lost due to electrical failure occurring outside of

IVANS premises and not due to IVANS fault or negligence. In addition, the scope of this

availability excludes, without limitations, all other public Internet backbones and networks, any

server on the Internet, Customer premise equipment, and local access and backhaul facilities from

the Customer to their collocation equipment. The point of demarcation for purposes of this SLO

is the Customers router or firewall interface that connects to the Internet or private network.

In order to meet our service level objective, a pager will be carried by our development team on a

rotating basis on holidays, weekends and after hours. The individual scheduled to carry the pager

will check voicemails upon being paged and respond accordingly. If the ECS service goes down

a message will be sent to the individual carrying the pager. A system page or a page from thehosting facility, CBTS, is the means of communication. After receiving a page or email notice,

the Developer responsible for the off hours pager will immediately contact CBTS for a detailed

status report and make every effort possible to resolve the issue.

1st and 2nd Level Support for Transfer Manager, Transfer Manager.NET and ECS:

IVANS Customer Support hours are Monday through Friday from 8:30 AM to 5:00 PM Eastern

time.

The initial support call for Agents is generally handled by the specific management systemvendor. If the vendor requires further assistance, they will contact IVANS Customer Support

team.

All Carrier support calls and emails are handled directly by IVANS Customer Support team.

That support team can be reached at:

800-548-2675

[email protected]

IVANS ticket tracking system is used for all 1st

and 2nd

Level Support. If you are reporting a

problem please try to include as much of the following information as possible:

Account and User ID Contact Name, Phone Number and Email Address Severity Classification (see the chart on page 2) Transfer Manager Version Has Transfer Manager worked in the past? If yes, when did it stop working? Copy of your Transfer Manager session log What kind of connection is being used? i.e. Dial, Leased Line, Broadband

1 Availability is measured 24 hours per day, 7 days a week, excluding maintenance and upgrade periods.


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Severity Classifications

The five severity classifications are listed below, ranked in order of the severity of their impact to

the end user. Codes are assigned to problems strictly on the basis of their symptoms, and not

according to the frequency of occurrence, likelihood of being seen, or difficulty of reproducing.

Classification Type Description0 Fatal Bug causes system to crash or lock up, or

destroys data.

1 Major Renders major system function unusable, and

no easy work around.

2 Minor Major system function unusable but easy work

around, or renders minor system function

unusable.

3 Nuisance Minor system nuisance which does not limit

the functionality of system.

4 Doc Documentation or change request.

Depending on the assigned severity classification, IVANS shall take the following action(s):

Classification Acknowledgment Resolution Time

0 1 business day Continuous effort, work around must be

delivered within 3 business days. Final

fix must be delivered within 15 business

days.

1 3 business days Continuous effort, work around must be

delivered within 5 business days. Final

fix must be delivered within 20 business

days

2 5 business days Final fix must be delivered within 45

business days

3 10 business days May be included in next scheduled

Release

4 10 business days May be included in next scheduled

Release

Last Updated 1/9/2009 - 2 -


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Translation Services - Service Level Objective

IVANS shall supply to Customer the support and maintenance necessary for the correction ofmalfunctions in the Translation service. An email and voicemail box, continuously monitored every

working day between the hours of 8:30 a.m. and 5:00 p.m. Eastern time, shall provide the link betweenIVANS and Customer for the purpose of reporting such malfunctions.

Email: [email protected]

Voicemail: 800-548-2675, Options: 3, 2, 4

When reporting the malfunction, Customer should define the seriousness of that malfunction. For thispurpose, four Priority Levels have been defined:

Priority Level 1: Critical - entire production system cannot function (a/k/a the service is down)

Priority Level 2: Severe - system can function, but problems could impact other areas of the system, or individual

workstations cannot function

Priority Level 3: Important - no impact on other areas of the system

Priority Level 4: Minor - error of minor nature, cosmetic, documentation error, or general inquiry

Depending on these different Priority Levels, IVANS shall, under normal circumstances, contact Customer

to analyze the malfunction within the following time frames after receiving notification of the malfunction.

Priority Level 1: Call or email within 4 working hours

Priority Level 2: Call or email within 8 working hours

Priority Level 3: Call or email within 2 working days

Priority Level 4: Call or email within 5 working days

For Priority Levels 1 and 2

IVANS will use commercially reasonable efforts to find at least a temporary solution to the problem as a

programming modification, a work around solution, or a procedures correction, and will determine thedefinitive correction according to the procedures that have been established to address these types ofissues.

For Priority Level 3

IVANS may advise Customer how to temporarily work around these malfunctions. IVANS will determinethe definitive correction according to the procedures that have been established to address these types of

issues.

For Priority Level 4

Priority Level 4 errors will be fixed in a future release.

Programming errors may involve varying degrees of difficulty in diagnosing the problem or correcting the

error once the problem is understood, and the time frames established above represent target times thatIVANS will strive to meet, being at all times aware that the objective is the continued operation, availability

and use by Customer of the Translation service. In reality, specific corrections may require a redesign orsome other major programming effort that may take significant time and resources. In all cases, however,IVANS agree to act in good faith and to utilize commercially reasonable efforts to promptly address,

pursue through Incident resolution and perform their Support and Maintenance obligations as describedherein.


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Exhibit 4

ECS Information Security Standards


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ECS Information Security Standards11/2008

Introduction

The IVANS Information Security Plan (Plan) for the ECS product describes the

safeguards to protect information and data as specified by the Gramm Leach Bliley Act.These safeguards are provided to:

Protect the security and confidentiality of customers information (ProtectedInformation) and data sent to and stored in ECS;

Protect against anticipated threats or hazards to the security or integrity of suchdata; and

Protect against unauthorized access to or use of Protected Information that couldresult in substantial harm or inconvenience to any customer.

This ECS Information Security Plan also provides for means to:

Identify and assess the risks that may threaten Protected Information maintainedby ECS;

Designate specific employees responsible for coordinating the program; Manage the selection of third party service providers; Make adjustments to the plan to reflect changes in technology, changes to the

sensitivity of Protected Information, and internal and external threats toinformation security; and

Reference related policies, standards and guidelines.Identification and Assessment of Risks to Customer Information

IVANS recognized that there are both internal and external risks that may be a threat to

Customer information. These risks include but are not limited to:

Unauthorized access of Protected Information by someone other than thecustomer who sent the data or the party who was intended to receive the data

Compromised system security as a result of system access by an unauthorizedperson

Interception of data during transmission Loss of data integrity Physical loss of data in a disaster Errors introduced into the system Corruption of data or systems Unauthorized access of covered data and information by employees Unauthorized requests for covered data and information Unauthorized access through hardcopy files or reports Unauthorized transfer of covered data and information through third parties


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2

IVANS recognizes that this list is not complete. Technology is ever changing and withchange new risks or threats can evolve. Accordingly, IVANS Information Technology

and Development departments will regularly be involved in the assessment of these risks

and make recommendation so that the Customer information remains protected from anynew internal or external risks.

Plan Coordination

IVANS' employees designated for the coordination and execution of the plan are the Vice

President of Development and the Director of Product Offerings. The coordinators, inconjunction with the network staff and other designated individuals will make up the

IVANS Security Team and will be responsible for assessing the risks to Protected

Information and implementing a plan or procedures to minimize those risks goingforward.

Design and Implementation of Safeguards Program

Employee Management and Training

A thorough interview process on all new employees including reference checking and

background reviews will be conducted when deemed appropriate. During the first few

days of employment, each IVANS employee will receive proper training on the

importance of confidentiality of Protected Information. All new employees will also betrained in the proper use of computer information and passwords. Also, any department

responsible for customer Protected Information on ECS will provide ongoing updates to

their employees. These training efforts should help minimize risk and safeguardcustomer Protected Information.

A re-certification process will be performed by the ECS Product Manager on an annualbasis. That re-certification process will verify that all employees that currently have

access to ECS still require such access, and that they have the minimum amount of access

required to perform their job responsibilities. Additionally, access to the system will berevoked or modified immediately by the ECS Product Manager upon notification by

IVANS Human Resources department of a change in job responsibilities or termination.

Physical Security and Physical Environment

The IVANS ECS service is a fully managed mailbox solution for the exchange of

insurance information between insurance carriers and their contracted agents. ECS ishosted by Cincinnati Bell Technology Solutions (CBTS). CBTS is a leading provider of

data center and managed hosting services that enable reliable, high performance

operation of mission-critical systems for Fortune 1000 companies and small-to-mediumbusinesses.


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3

CBTS operates data center facilities capable of supporting mission-critical applicationsrunning in a 100% uptime environment. CBTS Data Centers are secure facilities which

provide essential infrastructure services required to operate computer systems such as

conditioned, redundant and emergency backup power, a temperature and humiditycontrolled environment, fire protection, redundant network connectivity, lockable

cabinets and cage space, and building access security. CBTS also provides dailyoperations, monitoring, maintenance, upgrades, performance tuning and data backup ofhosted servers and applications.

The CBTS Data Center building is a secure building with 13 reinforced concrete floors,

housing a variety of BTS divisions. One level of the Data Center has a 24 raised floorwith 9-foot ceilings. All cabling for data power is installed under the raised floor. The

Data Center building is staffed 24/7 with security guards. Security guards staff the

security desk, perform walk-throughs, monitor the building security cameras and controlall access to the building. Entrance to the building is granted only after a visitor or

employee has provided a photo ID or a CBTS employee ID. All visitors must be

authorized prior to gaining access to the Data Center. A visitor must identify himself orherself on a phone, located outside the building entrance door and the locked lobby

entrance door, as an authorized visitor to security guards prior to gaining access to the

building. Once the visitor signs in at the security desk, the guard holds the visitors photo

identification in exchange for a visitor Access Card and a Visitor badge. Authorizedvisitors are allowed to enter and exit through only one door that is located at the security

desk. Security Guards control the visitor entrance /exit by electronic door controls.

Employees are required to use the employee card key to enter and exit at designatedemployee-only doors. Employees are required to card-key in and out. CBTS employees

are required to wear corporate ID badges at all times.

Video surveillance is provided at each entrance door and in the common areas. Security

Guards and Data Center Operations Staff monitor the cameras and react to any suspiciousor unusual activity. All customer equipment is stored in lockable cabinets. CBTS

maintains the keys at the data center to prevent accidental loss by customers.

IVANS, in conjunction with CBTS, has addressed the physical security of ProtectedInformation by limiting access to only those employees who have a business reason to

know such information and requiring signed acknowledgement of the requirement to

keep Protected Information private. Existing policies establish a procedure for the prompt

reporting of the loss or theft of Protected Information. Offices and storage facilities thatmaintain Protected Information limit customer access and are appropriately secured.

Paper documents that contain Protected Information are shredded at time of disposal.


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4

Information Systems

ECS information systems include network and software design, as well as information

processing, storage, transmission, retrieval, and disposal. IVANS has policies, standards,and guidelines governing the use of electronic resources and firewall policies. IVANS

will take reasonable and appropriate steps consistent with current technologicaldevelopments to make sure that all Protected Information on ECS is secure and tosafeguard the integrity of records in storage and transmission. Today all Protected

Information sent to and retrieved from ECS, as well as all data stored in the ECS

environment, is encrypted.

Management of System Failures

IVANS installed and will maintain effective systems to prevent, detect, and respond to

attacks, intrusions and other system failures in ECS. Such systems may include

maintaining and implementing current anti-virus software; Intrusion detection/prevention

devices and monthly vulnerability scanning. In addition, IVANS will maintainappropriate filtering or firewall technologies; alerting those with access to covered data of

threats to security; imaging documents and shredding paper copies; backing up data

regularly and storing back-up information off site, as well as other reasonable measuresto protect the integrity and safety of information systems. CBTS monitors its internal

network along with 24/7 monitoring of the IVANS ECS environment and promptly reacts

to any alarms, failures, outages and similar events.

Intrusion Detection / Prevention System - The Cisco Intrusion Detection/Prevention

System is an inline, network based solution, designed to accurately identify, classify, and

stop malicious traffic, including worms, spyware/adware, network viruses and application

abuse, before they affect business continuity. The vendor selected to install and maintainthe equipment and components is eVelocity Technical Consulting llc.

eVelocity will work in conjunction with CBTS and IVANS.

Responsibilities of eVelocity:

Implementation.

1) Physically Install IPS Sensors in customer chosen location

2) Address the IPS Sensors device per customers preference3) Update the IPS Sensors to the current code version

4) Configure the two sensors to protect the customers facilities

5) Disable unnecessary signatures to help alleviate the possibility offalse positives.

Updating the Sensor Bi-Weekly Basis

1) Update the sensor with the latest IPS signatures2) Verify which new signatures should be implemented

3) Verify operability of the newly implemented signatures4) Verify that the latest IPS operating system is running


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5

Selection of Appropriate Service Providers

Due to the specialized expertise needed to design, implement, and service newtechnologies, vendors may be needed to provide resources that IVANS determines not to

provide on its own. In the process of choosing a service provider that will maintain or

regularly access Protected Information, the evaluation process shall include the ability ofthe service provider to safeguard Protected Information. Contracts with service providersmay include the following provisions:

o A stipulation that the Protected Information will be held in strict confidence andaccessed only for the explicit business purpose of the contract;

o An assurance from the contract partner that the partner will protect the ProtectedInformation it receives.


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Exhibit 5

TX Software License


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August 2007 Transformation Xpress1

TRANSFORMATION XPRESSTMSOFTWARE LICENSE AGREEMENT;

1. Payment Terms.1.1. All payment amounts, terms and conditions are stated in that certain Contract between Citizens

Property Insurance Corporation (Citizens) and IVANS of even date herewith (the Contract).

2. Grant of Software License and Restrictions. All right, title and interest in and to the IVANSTransformation Xpress software (the Software) are and shall remain with IVANS or its third partysuppliers, as applicable. This Software License does not convey to You any interest in or title to theSoftware, but only a limited right to use the Programs, for your own business purposes, in accordance withits terms. Subject to the terms of this Software License, the Contract, and payment of all license fees,IVANS grants You a non-sublicensable, nontransferable, nonexclusive, terminable, license to use theSoftware, in machine-readable form only, on one server and/or related number of Enterprise ResourcePlanning (ERP) systems (Single Administration Point/Instance), as applicable, located at the customerssite where the Software is maintained, or at such other site as You may designate in writing to IVANS andIVANS may reasonably approve. You may connect such server(s) to either a local area network or a long-haul network. Except for back-up copies for archive purposes, You may possess only the number ofcopies of the Software which corresponds to the paid for number of Single Administration Point/Instancesand may use each such copy only in accordance with IVANS applicable user documentation. This licensemay extend to Your parent or to any of Your subsidiaries or affiliates as may now or in the future exist onlyif (i) the processing occurs at only one location, (ii) the data is downloaded in the same extract file, and (iii)the data for all entities is sent via one (1) mailbox. You will maintain the copyright notice and any othernotices that appear on the Software, or documentation, on any copies and any media. You will not (andwill not allow any third party to) (i) reverse engineer or attempt to discover any source code or underlyingideas or algorithms of the Software, (ii) provide, lease, lend, use for timesharing or service bureaupurposes or otherwise use or allow others to use the Software for the benefit of any third party. TheSoftware in any embodiment, and any other information relating to the Software including theDocumentation received by You from IVANS, shall be considered proprietary and confidential(Confidential Information) as defined in the General Terms & Conditions hereto and used solely inconnection with the licenses granted hereunder (the TX License). You agree that for all on-site tripsrequired for Transformation Services, You shall reimburse IVANS for its reasonable and usual travelexpenses including transportation, lodging, and meals and you shall pay such invoice in accordance withthe Payment provision of Citizens Standard Terms and Conditions Service Vendors. Such expenses willbe invoiced upon completion of the on-site trip(s).

2.1. Software License Term. The term for the TX License will begin upon the Live Date and terminate (i)upon failure to pay any Annual Maintenance, Usage, and Support Fee(s) or (ii) in accordance with theTermination provision of the Contract (the TX License Term). In the event of termination, You shallcease usage of the Software, remove all copies of the Software from any and all hardware, andpromptly return all such copies, along with any manuals or other documentation, to IVANS.

2.2. Delivery and Installation Dates. Delivery and installation dates quoted by IVANS or its personnelrepresent IVANS good faith estimate of the expected dates.

2.3. Delivery of Software. The Software and/or documentation shall be deemed to be delivered whendelivered with the first certificate for one (1) agency management system platform, regardless of theline of business, in person, shipped FOB Origin if delivered by common carrier, or when transmitted, ifdelivered electronically (the Delivery Date). If applicable, You shall confirm and acknowledgereceipt, and method of delivery, of Programs in writing if shipped electronically.

3. Limited Warranty and Disclaimer.

3.1. Intellectual Property Warranty: IVANS warrants that it is the sole owner of all rights, title andinterest in the licensed product(s) provided under this Software License, including all patents,copyrights, trade secrets, trademarks, and other proprietary rights as well as all confidentialinformation contained therein, or if IVANS is not the sole owner of such rights, that IVANS is anauthorized licensee thereof and that it is authorized to enter into this License. This warranty shallcontinue in force and effect for the duration of the license granted herein.


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3.2. Software Warranty: IVANS warrants that for a period of sixty (60) days from the Delivery Date (the

Warranty Period), that the Software will materially conform to IVANS user documentation for theSoftware that existed on the Delivery Date (Documentation). Warranty services provided by IVANSduring the Warranty Period, under the terms of this paragraph, shall be performed at no additionalcost to You.

3.3. Services Warranty: Technical Services; Annual Maintenance, Usage, and Support Services; and allother services performed hereunder shall be performed in a proper and workmanlike manner. Shouldany repairs or services fail to resolve an Error as defined herein or otherwise be defective, Your soleand exclusive remedy is for IVANS to re-perform the repair or service at no additional cost to You.However, if IVANS has not corrected the Error after two attempts, You have the option of terminatingthis License and receiving a refund of the License fees prorated to reflect the portion of the initiallicense period which has been used up to the date of reporting the Error. The warranties provided inthis Section cover only problems reported to IVANS during the Warranty Period or within thirty (30)days of provision of technical services as referenced in the paragraph above. Corrective servicesperformed after such period will be covered by the ECS Service and Support Level Objective.

IVANS WARRANTS THAT THE SOFTWARE SHALL MATERIALLY PERFORM AS DESCRIBED INTHE ITN RESPONSE AND THE ECS SERVICE AND SUPPORT LEVEL OBJECTIVE. ANY LIABILITYOF IVANS WITH RESPECT TO THE SOFTWARE OR THE PERFORMANCE THEREOF UNDER ANY

WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY WILL BE LIMITEDEXCLUSIVELY TO PROGRAM REPLACEMENT OR, IF REPLACEMENT IS INADEQUATE AS AREMEDY OR, IN IVANS OPINION, IMPRACTICAL, TO REFUND OF THE LICENSE FEE. EXCEPTFOR THE FOREGOING, IVANS MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR APARTICULAR PURPOSE OR NONINFRINGEMENT AND THOSE ARISING BY STATUTE OROTHERWISE IN LAW. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL PRODUCTSAND SERVICES ARE PROVIDED "AS IS", WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES.EXCEPT AS OTHERWISE STATED HEREIN OR IN THE CONTRACT, IVANS DOES NOT WARRANTRESULTS OF USE OR THAT THE SOFTWARE IS BUG FREE OR THAT ITS USE WILL BEUNINTERRUPTED OR THAT ALL ERRORS CAN OR WILL BE CORRECTED OR GUARANTEE THELENGTH OF TIME A CORRECTION WILL TAKE OR THAT THE PROGRAMS ARE UNAFFECTED BYANY NON-Y2K COMPLIANT THIRD PARTY PROGRAMS OR TOOLS USED BY IVANS OR THIRDPARTIES ON ITS BEHALF IN PERFORMING MAINTENANCE SUPPORT SERVICES AND/OR OTHER

SERVICES.

4. Transformation Services4.1. IVANS Responsibilities. During the TX License Term, IVANS will provide Transformation Services,

with Your assistance as described In Section 4.2 below, for each agency management systemplatform You procure now or in the future for use with the Software. IVANS services will include (i)assistance with the interpretation and mapping of files to or from Transformation Xpress, (ii)developing the conversion of data from Your format to the AL3 data format required by each of theagency management system platforms procured, (iii) working with You to develop input and outputformat requirements, (iv) assistance in testing with agency management system platforms, (v)submitting data to and working with the procured agency management system platforms to receivecertification, (vi) providing documentation and training to allow You the ability to, at Your option, makeminor changes to Your translation, (vii) providing technical training on the solution to ensure Youunderstand how to configure and operate the components required for day-to-day operation of the

solution, (viii) supporting You, by phone or email, in making changes and resolving issuesencountered by the pilot agency or internal test client during acceptance testing. The acceptance-testing window begins immediately upon delivery and installation of the software and translation atYour site, and lasts for sixty days. (ix) providing You with a database, Remote Location Manager, for

use in managing Your agency information. (x) translating mutually agreed upon company data intoACORD groups and data elements defined by ACORD. The Transformation Services do not includedata content verification.

4.2 Your Responsibilities. In order for IVANS to perform the Transformation Services, You agree to (i)create and maintain a data extract process that produces a data file that (1) contains only the datarequired to translate the lines of business and transactions specified herein, (2) contains full policy


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images for all transactions, (3) contains all individual coverage premiums, as well as the full policypremium, (4) contains all material information that would be included on a policy declarations page,(5) and meets the requirements defined in the E-Commerce Sales Order Form; (ii) provide to IVANS adefinition of the data extract file; (iii) provide data files to IVANS to be used for testing andcertification. These data files must match the definition provided to IVANS, should be a data fileproduced by Your data extract process, and should contain an image of each transaction for theline(s) of business specified herein; (iv) provide a complete listing of any coded field values anddescriptions by field; (v) provide declaration pages that correspond to the policies included in theextract file; (vi) provide the mechanism for transferring the data file to the PC where the IVANScomponents are installed and operated; (vii) provide, during the duration of IVANS first visit at Yoursite, a dedicated resource with knowledge of the structure and content of Your data to assist in thedefinition of output formats and the mapping of Your data to the AL3 data formats required; (viii)provide, during the implementation process, a resource that can answer questions about Your datastructure and content; (ix) provide, during the duration of IVANS second visit to Your site, a dedicatedresource to be trained on the IVANS components who should be the individual(s) who will haveresponsibility for completion of the acceptance testing as well as the day-to-day operation of thecomponents; (x) complete acceptance testing of the solution within 60 days of IVANS delivery usingone of the following methods: (1) acquire access to an agency management system platform andcoordinate use of that system by internal testers to complete the acceptance testing or (2) identify andcoordinate with a pilot agency or agencies that will perform such acceptance testing on behalf of You;(xi) report to IVANS, within 60 days of IVANS delivery, any issues discovered during acceptancetesting, (xii) if using IVANS communication infrastructure, You must maintain and support the PCcontaining the IVANS Transfer Manager software, which facilitates the communications by whichdownload files are sent to the participating agencies; (xiii) if using a non-IVANS communicationinfrastructure, You must maintain and support all aspects of the communications network, and (xiv)coordinate and support all aspects of the rollout of this solution to the participating agencies,including, but not limited to, any training or documentation needed by those agencies.

5. Termination of Transformation Services During Implementation. In the event that duringimplementation You terminate the TX License or any of the Transformation Services, in whole or in part, inaccordance with the Termination provision of the Contract, You agree that IVANS shall be entitled to keepthe greater of (i) thirty three percent (33%) of the total Transformation Services Fees procured hereunderor (ii) the applicable percentage of the total Transformation Services Fees based on project milestonescompleted by IVANS in accordance with Table A, Critical Project Milestones, below.

Table ACritical Project Milestones

Milestone Percentage of Fees Kept if YouTerminate Transformation Services

Assist You with download file definition. 33%Map Your data into AL3 format. 33%Complete translation of Your data into AL3 70%Unit testing of translation 85%Send data to vendor for certification 95%Training and installation 100%

IVANS reserves the right to terminate the Transformation Xpress Software License Agreement orotherwise may invoice Citizens for the Initial Payment of $47,040upon thirty (30) days prior writtennotice if the project is delayed by Citizens for at least six months.

6. Vendor Certification(s).You hereby acknowledge that IVANS does not directly control vendor certifications, and cannot, therefore,directly control the timeframes in which the certifications are received. IVANS will use commercially reasonableefforts to facilitate receipt of the certifications in a timely manner.

7. Maintenance, Usage, and Support7.1 After delivery of the Software, during the TX License Term, through the Support End Date, and ifthe Annual Maintenance, Usage, and Support fee therefore has been paid, IVANS will use commerciallyreasonable efforts to provide maintenance, usage, and support services for the Software and any


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Transformation Services. Maintenance, Usage, and Support Services will include (i) performingpreventativesoftware maintenance; (ii) performing remedial software maintenance; (iii) correcting errors,malfunctions, and defects in the Software; (iv) providing software updates that IVANS in its discretionmakes generally available without additional charge; (v) providing Industry Standard format definitionupdates as provided in the Transformation Xpress Toolkit (only those licensed formats will be provided),(vi) providing corrections of any defects in IVANS-developed scripts, (vii) providing up to ten (10) additionalhours annually, per line of business licenses, of IVANS staff hours to support changes in Your business,(viii) notification of ACORD changes that IVANS has knowledge of that may impact Your download, (ix)notification of agency management system vendor changes that IVANS has knowledge of that may impactYour certifications with such vendors, and (x) updates to the agency management system vendor filesused by Remote Location Manager. Any other maintenance, usage, or support items will be invoiced toYou at the then currently hourly rate(s).

7.2 Other than the items listed above, IVANS undertakes no maintenance or support obligation forthe Software, unless specifically agreed to in writing, by both parties, as an Amendment to this Agreement.Under no circumstances does IVANS undertake any responsibility to maintain or support any hardware orany software other than the licensed Software or the Transformation Services. Maintenance, Usage, andSupport Services do not include new versions of the Software that, in IVANS sole determination, alter orincrease the capability of the Software. All services and related documentation will be provided in theEnglish language only.

7.3 IVANS may, in its sole discretion, void any Maintenance, Usage, and Support if You do not (i)learn operation of the Transformation Xpress tool, (ii) maintain changes to proprietary file, (iii) maintainagents table of agency management system platforms information, (iv) perform data verification, (v) notifyIVANS of company data issues with sending or receiving system platform(s), (vi) follow IVANS reasonablerecommendations for accommodating discrepancies and variations among sending and receiving systems,(vii) maintain a minimum of one staff resource who has been trained on the Software, and (viii) maintainadequate backups of the IVANS Software, scripts, and related files.

8. Error Priority Levels8.1 IVANS shall exercise commercially reasonable efforts to correct any Error reported by You in thecurrent unmodified release of the Software in accordance with the priority level reasonably assigned tosuch Error by IVANS.

8.1.1 Priority A Errors - IVANS shall promptly commence the following procedures: (i)assign qualified IVANS personnel to correct the Error; (ii) if applicable, notify IVANS managementthat such Errors have been reported and of steps being taken to correct such Error(s); (iii) provideYou with periodic reports on the status of the corrections; and (iv) initiate work to provide You witha Workaround or Fix.

8.1.2 Priority B Errors - IVANS shall exercise commercially reasonable efforts to include theFix for the Error in the next regular Program maintenance release.

8.1.3 Priority C Errors - IVANS m

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