Contract Updated

Sample Pricing One-time cost for Implementation Services:
TX Services- Home Owners TX Services- Dwelling & Fire TX Services- Mobile Home (same record structure as home) TX Services- CL Property Total implementation services Multiple line implementation discount 10%1 $ 18,400.00 $ 18,400.00 $ 6,900.00 $ 19,500.00 $ 63,200.00 $ 6,320.00
Net implementation services
$ 56,880.00
Annual Maintenance Totals:

Services Maintenance2 IVANS Annual Membership3 $12,640.00 $ 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 used iii. On-site mapping for the following transactions: Cancellation, New Business Issuance, 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 associated components ii. Generation and testing of AL3 data file(s) produced by Transformation Xpress 5. 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 2
Discount is based on number of lines of business installed simultaneously Maintenance includes both maintenance of the scripts as well as the Transformation Xpress software 3 Annual IVANS membership is required.
Confidential & Proprietary
2/1/2008
Maintenance Services Include

The maintenance associated with the implementation services allow IVANS to provide the following 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 services As part of the service maintenance agreement IVANS will also provide support and maintenance 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
2/1/2008
Network Charges Associated with Agency Interface

The E-Commerce Server (ECS) can be accessed via the public Internet or through the IVANS secure 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 for sending 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 by company and agency based on volume of business/policies downloaded. Charges are calculated 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.
2/1/2008
THIS CONTRACT is between CITIZENS PROPERTY INSURANCE CORPORATION (Citizens), a legislatively created Florida governmental entity, having its principal place of business 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 Center Drive, Tampa, Florida 33609. On December 2, 2008, Citizens issued Invitation to Negotiate No. 08-0034 for Agency Management System Download (the ITN). Responsive proposals to the ITN were timely received from 3 prospective respondents, including IVANS, as amended by IVANS Best and Final Offer dated March 26, 2009 (together the ITN Response). The procurement and this contract are for IVANS to provide to Citizens certain computer software, documentation and services to implement a system to transfer data from Citizens various insurance policy management systems to the agency management systems used by its agents and agencies (the System). The parties agree to the following: 1. INCORPORATION OF DOCUMENTS: incorporated by reference into this Agreement: a. b. c. d. The following documents are hereby
Citizens Standard Terms & Conditions Service Contracts; The ITN, which includes all attachments and addendum (Exhibit 1); IVANS ITN Response (Exhibit 2); IVANS ECS Service and Support Level Objective; IVANS Translation Services Service Level Objective; IVANS Translation Software Maintenance (composite Exhibit 3); IVANS ECS Information Security Standards (Exhibit 4); IVANS TX Software License (Exhibit 5); IVANS Communications Services Agreement (Exhibit 6).; and Initial Project Schedule (Exhibit 7).
e. f. g. h. 2.
HIERARCHY: In case of a conflict of terms or provisions between this Agreement and any of the documents referenced in Section 1 above, the following shall serve as an order of precedence from most controlling document to the least controlling document: a. b. This Agreement; Citizens Standard Terms & Conditions Service Contracts; Page 1 of 7
c. d. e.
The ITN; and IVANS ITN Response. Other attached exhibits.
If a conflict exists, the non-conflicting portion(s) of the term or provision of the less controlling documents shall remain enforceable. 3. TERM: This Agreement shall take effect upon full execution by the parties (the Effective Date), and shall continue for a period of five years from the date that the System is implemented for and accepted by Citizens (the Live Date). RENEWAL: Citizens has the option to extend this Contract for a single two-year renewal term, which may be exercised at the discretion of Citizens by written notice no less than 30 days prior to expiration of the initial term. 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, the IVANS IP) for the purposes as anticipated by this Agreement and the incorporated documents. IVANS grants to Citizens a license to copy, use and deploy the IVANS IP on Citizens 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 licenses acquired by Citizens through this agreement shall be as described in Transformation Express (TX) Software License (Exhibit 5) and this Contract. In any conflict between the 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 with the following price schedule: Payment Site License Fee (One Time) Membership Fee (First Year) Implementation Services Fee Maintenance/Support Fee (First Year) Training Fee Membership Fee (Annual) Maintenance and Support Fee Amount $XXXX
4.
5.
Payment Condition Completion of acceptance testing and signoff by Citizens (Live Date) Completion of Initial Training Yearly Anniversary of Live Date 7.
$XXXX $XXXX
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 during that month, a fee not to exceed $XX.XX per month. Citizens agents who utilize ECS will be required to sign an IVANS Communications Services Agreement in the form attached hereto as Exhibit 6. SERVICES. IVANS shall perform the services which are set forth in this contract, the ITN and the ITN Response (the Services). Without limiting the foregoing statement, the
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8.
Contract No.: ITN No.:
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Services include the provision of technical assistance (up to two days) to work with Citizens personnel to determine the data fields to be exported from Citizens policy management systems and map those fields to a defined file on Citizens server on which IVANS Transformation Express software shall be loaded by Citizens (TX Server). The Services will also include such System configuration, modification and technical support services as are necessary for the System to communicate Citizens data to Citizens agents agency management systems. The Services will include the provision of initial training to Citizens personnel and, after the Live Date, the provision of maintenance and support services. 9. IMPLEMENTATION SERVICES: In consideration of the Implementation Services Fee described 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 policy administration systems such that the creation of the data downloads to the agents systems is done automatically, with minimal human intervention necessary. Data Communication and Transformation: The parties will work together to develop and implement an interface between Citizens policy administration systems and the TX server. Due to its expertise, IVANS will provide the majority of the effort in this regard. Without limiting the foregoing statements, IVANS will meet with Citizens personnel to map Citizens policy systems data output to a file format suitable for input to the TX server. Once the data mapping is complete, Citizens personnel will be responsible for such programming as may be necessary to create the agreed file format (the data export). IVANS personnel will assist Citizens in this endeavor. 10. TRAINING SERVICES: In consideration of the Training Fee described above, IVANS agrees 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 at least one day of in-person training to Citizens IT staff in the maintenance of the TX server and other components of the System which will be maintained directly by Citizens. b. Initial Training: Train-the-Trainers: Also contemporaneous with final acceptance testing, IVANS agrees to provide on-site training of at least one day to train Citizens personnel to train agents and other Citizens personnel to use the System. This training will be sufficient to allow Citizens to provide first tier support to its agents. c. Additional Training: After the Live Date and after completion of the Initial Training services described above, IVANS will provide such training as Citizens may request from time to time at its then-current training rates. 11. MAINTENANCE AND SUPPORT SERVICES: IVANS will establish and maintain the System in accordance with and to meet the performance standards set forth in the ECS Service and Support Level Objective; the Translation Services Service Level Objective;
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and the IVANS Translation Software Maintenance documents attached hereto as a composite exhibit. 12. PROJECT REPORTING:. During the time period between execution of this contract and the Live Date, IVANS will provide regular reports to Citizens Project Manager. At a minimum, these reports will consist of a weekly status report and a monthly status and issues 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 mutual agreement by both Parties Additional reports may be added to the deliverable schedule upon written mutual agreement by both Parties. 13. CONTRACT ADMINISTRATOR: Citizens will name a Contract Administrator during the term of this Agreement whose responsibility will be to maintain this Agreement. As of the Effective Date, the Contract Administrator is: Lori Newman, Purchasing Department Citizens Center 2101 Maryland Circle Tallahassee, Florida 32303 Lori.Newman@Citizensfla.com Citizens will provide written notice to Vendor of any changes to the Contract Administrator. 14. PROJECT MANAGERS: Each Party will designate a Project Manager during the term of this Agreement whose responsibility shall be to oversee the Party's performance of its duties 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 Vedula 2139 Maryland Circle Tallahassee, Florida 32303 850-513-3755 Subramanyam.Vedula@Citizensfla.com IVANS Project Manager: QWERTY, Group VP Implementation Services 4357 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 be analyzed by both parties and documented in detail using Citizens Change Request form, which must also include IVANS estimated time and cost for implementing the requested change, as well as the estimated impact on the project schedule. The Change Request will not become an order for a change until it is signed by both parties. DELIVERABLES SCHEDULE: The parties agree to adhere to the Initial Project Schedule (Exhibit 7), which can be changed by mutual written agreement. Additionally, the parties acknowledge that Citizens currently has several projects underway or scheduled to be started with implementation schedules which overlap the anticipated implementation schedule for the Services. The project managers for both parties shall work together to accommodate any project delays necessary. However, Citizens project manager shall have discretion in this regard. TECHNICAL SUPPORT: The fixed-price for Implementation Services shall cover all IVANS services necessary to implement the System, including without limitation data mapping, configuration of Transformation Express software, which will be loaded by Citizens onto their server. The System implementation will be considered complete upon the successful completion of vendor certification for each line of business for the following agency management systems: Applied Systems TAM, Applied Systems DORIS, AMS AfW, AMS Sagitta, and AMS 360 (the Live Date). AGENCY MANAGEMENT SYSTEM CERTIFICATIONS. The parties agree that under the current pricing, Citizens is entitled to certification of the agency management systems underlined in Section 2.5.3(g) of the ITN Response, plus four additional selections at no additional cost. Citizens reserves the right to identify the four additional agency management systems at a future date. PERFORMANCE MEASURES: The parties understand and agree that Vendors performance will be measured by the following factors: (a) Initial Performance Measure: Successful implementation of the System as evidenced by fault-free translation and download of agency data, and signoff by Citizens on acceptance testing results; and Ongoing Performance Measure: Acceptable IVANS customer service levels as evidenced by results of periodic agent and agency satisfaction surveys.
16.
17.
18.
19.
(b) 20.
MONITORING: As set forth in the ITN (including Section 3), Vendor shall continuously monitor and record its Services to make sure they meet or exceed all contractual provisions, Service Level Requirements, and other performance measures outlined in this Contract and in the ITN (the Service Standards). Citizens may continually or periodically monitor Vendors performance 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 action or termination. Citizens may conduct programmatic and other administrative contract monitoring, at any time during the term of this Contract. The purpose of this monitoring is to ensuring that all of 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, be deemed a material breach of this Contract. Due to the time-sensitive nature of Services being performed by Vendor, Citizens may deliver any written notice pursuant to this section by US mail, facsimile or electronic mail, or other electronic means. If at any time during the term of this Contract, Citizens monitoring determines that the Vendor is not performing to the Service Standards, Citizens may deliver a written notice to the Vendors Project 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 when the 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. If Citizens denies the CAP plan, it shall advise Vendor of the reason(s) and allow Vendor the ability to submit an amended CAP within a timeframe specified by Citizens (the Amended CAP). Vendors failure to submit an approved CAP or Amended CAP to Citzens, or failure to comply with the conditions of an approved CAP or Amended CAP, will be a material breach, 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 not intended to limit Citizens discretion to take immediate action if such is warranted as determined by Citizens. 22. INTELLECTUAL PROPERTY: Other than the license and contractual rights as described herein, Citizens will have no rights in the software, trademarks and other intellectual properties created or provided by IVANS. Likewise, IVANS shall have no rights in the software, trademarks and other intellectual properties of Citizens. As regards intellectual properties, including without limitation software, created by either or both parties in the performance of their duties under this Agreement, the following terms shall apply: (a) Software and modifications to software created to gather and prepare Citizens data into a format for import into the TX server (the Citizens data export interface) shall be owned by Citizens with a license to IVANS for the sole purpose of fulfilling its obligations hereunder.
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(b) Software and modifications to software created to accept the data export file into TX server (the TX server import interface) shall be owned by IVANS with a license to Citizens for the sole purpose of fulfilling its obligations hereunder. (c) User interface features, including field names, validation rules and logic flow, which are unique to Citizens, shall be the proprietary and confidential property of Citizens to the extent 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 accordance with all applicable laws, with the ITN, the ITN Response, and with the ECS Information Security Standards document attached hereto.
Citizens and IVANS certify by their undersigned authorized agents that they have read this Agreement and agree to be bound by their terms and conditions.
CITIZENS PROPERTY INSURANCE CORPORATION
IVANS, INC. (IVANS)
SIGNATURE
SIGNATURE
TYPED NAME
TYPED NAME
TITLE
TITLE
DATE SIGNED
DATE SIGNED
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STANDARD TERMS AND CONDITIONS SERVICE VENDOR

1. DEFINITIONS a) 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 PAYMENT Invoices shall contain the Contract number, purchase order number if applicable, and appropriate Vendor identification information. Citizens may require any other information from Vendor that Citizens deems necessary to verify any purchase order placed under the Contract. Invoices that must be returned to a Vendor due to preparation errors will result in a delay in payment. 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 or sales taxes on direct purchases of tangible personal property. Citizens will not pay for any personal property taxes levied on Vendor or for any taxes levied on employees wages. 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 RESTRICTIONS If Vendor believes that any governmental restrictions have been imposed that require alteration of the material, quality, price, workmanship or performance of the products or services offered under the Contract, Vendor shall immediately notify Citizens in writing, indicating the specific restriction. Citizens reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to Citizens. 5. CONTRACT CONFORMED TO GOVERNING LAW Vendor 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.
Page 1 of 7 Citizens Standard Terms and Conditions (rev. 03/09/2009)
6. CITIZENS CODE OF ETHICS Vendor 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 specified by Citizens. 7. TRAVEL POLICY If (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 Non Citizens Employees, as currently in effect and amended in the future, except that Meal Reimbursement is replaced with Consistent with this policy, it is expected that expenses for meals will be both reasonable and appropriate. 8. VENDORS RECORDS Vendor 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 reasonable written 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 CONFIDENTIALITY Vendor agrees and acknowledges that certain information disclosed by Citizens to Vendor in the course of this Contract is confidential and exempt from Florida Public Record laws contained in Chapter 119, Florida Statutes, and may contain other proprietary or Trade Secret information. Both parties further agree that this information, together with 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 practices or procedures, insurance policies, claimants or claims, and business, governmental, and regulatory matters of Citizens are confidential (Citizens Confidential Information). Vendor shall not use, disclose, communicate, possess, transmit, copy or reproduce any of Citizens Confidential Information, and shall not permit any third parties or business entities to disclose, distribute or otherwise transmit Citizens Confidential Information, in whole or in part, in any manner. Vendor 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 termination or expiration. To insure confidentiality, Vendor shall take appropriate steps as to its personnel, agents, and subcontractors. The warranties of this provision shall survive the Contract. The Vendor acknowledges and agrees that Citizens will suffer irreparable harm and that monetary damages will not be adequate to compensate Citizens, in the event that the Vendor fails to comply with the terms of the Contract and specifically the provisions of this section. Accordingly, in addition to any
other remedies available to it at law or in equity, Citizens shall be entitled to injunctive relief to enforce the provisions of this section and the Contract
11. PUBLIC RECORDS Vendor acknowledges that Citizens is subject to Chapter 119, Florida Statutes, public record requests (PRR); therefore, any information provided to Citizens may fall within the disclosure requirements of Chapter 119, Florida Statutes. Vendor must clearly label and mark each page or section of information provided to Citizens in connection with this Contract that it considers Trade Secret, or otherwise confidential, 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, then Vendor shall be solely responsible for defending its position, or seeking a judicial declaration. Nothing in this Contract shall create an obligation or duty for Citizens to defend or justify 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 by Chapter 119, Florida Statutes. 12. COMPLIANCE WITH LAWS Vendor 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/LOGOS Without 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 LIST Vendor warrants that neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287.133 of the Florida Statutes, or on any similar list maintained by any other state or
the federal government. Vendor shall immediately notify Citizens in writing if its ability to perform is compromised in any manner during the term of the Contract.
SUSPENSION AND TERMINATION 15. SUSPENSION OF WORK Citizens may, in its sole discretion, suspend any or all activities under the Contract or purchase order, at any time, when it is in the best interests of Citizens to do so. Citizens shall provide Vendor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, Vendor shall comply with the notice and shall not accept any purchase orders. Within ninety 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 CAUSE By 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 of the 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 CAUSE Either party may terminate the Contract in whole or in part if the other party fails to honor its material obligations. Except as otherwise provided herein, before terminating the Contract, the party that believes the other party is failing to comply with the Contract shall notify the other, in writing, of the nature of the failure to perform and provide a reasonable time certain for correcting the failure (such time should not generally be less than ten 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 RESOLUTION Any 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 final and 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
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. INDEMNIFICATION Vendor shall be fully liable for the actions of its agents, employees, partners, or subcontractors, and shall fully indemnify, defend, and hold harmless Citizens, and its officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Vendor, its agents, employees, partners, or subcontractors, provided, however, that Vendor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of Citizens. Further, Vendor shall fully indemnify, defend, and hold harmless Citizens 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 not reasonably able to modify or otherwise secure Citizens the right to continue using the product, Vendor shall remove the product and refund Citizens the amounts paid in excess of a reasonable rental for past use. Citizens shall not be liable for any royalties. 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 ANY SINGLE 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
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 OF ANY 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 VENUE This Contract shall be deemed to have been made in the State of Florida and shall be subject to, and governed by, the laws of the State of Florida, and no doctrine of choice of law shall be used to apply any law other than that of the State of Florida. Each party hereby irrevocably consents and submits to the exclusive jurisdiction of the State courts sitting in Tallahassee, Leon County, Florida, for all purposes under this Contract, and waives any defense to the assertion of such jurisdiction based on inconvenient forum or lack of personal jurisdiction. MISCELLANEOUS 21. WARRANTY OF AUTHORITY Each person signing the Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract. 22. WARRANTY OF ABILITY TO PERFORM Each party warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the partys ability to satisfy its Contract obligations.
23. ENTIRE AGREEMENT This Contract and any and all exhibits, schedules and enclosures attached hereto, each of which is incorporated into this Contract by this reference, constitute and embody the entire agreement and understanding of the parties with respect to the subject matter hereof, supersede any prior or contemporaneous agreements or understandings with respect to the subject matter hereof. 24. MODIFICATION OF TERMS The Contract may only be modified or amended upon mutual written agreement of Citizens and Vendor. No oral agreements or representations shall be valid or binding upon Citizens or Vendor. No alteration or modification of the Contract terms, including substitution of product, shall be valid or binding against
Citizens. Vendor may not unilaterally modify the terms of the Contract by affixing additional terms to product upon delivery (e.g., attachment or inclusion of standard preprinted forms, product literature, shrink wrap terms accompanying or affixed to a product, whether written or electronic) or by incorporating such terms onto 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. WAIVER The delay or failure by a party to exercise or enforce any of its rights under this Contract shall not constitute or be deemed a waiver of the 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 COUNTERPARTS The Contract may be executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 27. SEVERABILITY If a court deems any provision of the Contract void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect. 28. HEADINGS The 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 beyond its reasonable control, including, without limitation, war, riots, fire or other casualty or acts of nature.
Exhibit 1
ITN 08-0034
INVITATION TO NEGOTIATE (ITN) FOR ITN No.: 08-0034 Agency Management Systems (AMS) Download
Refer ALL Inquiries to Procurement Officer
Purchasing Department Citizens Property Insurance Corporation 2101 Maryland Circle Tallahassee, Florida 32303 E-Mail: bids@citizensfla.com
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 ADDENDUMS 2.3 ENVIRONMENTAL POLICY 2.4 SUBMISSION OF PROPOSAL 2.5 PROPOSAL FORMAT AND CONTENTS 2.6 EVALUATION AND NEGOTIATION PROCESS
SECTION 3 SCOPE OF SERVICES 3.1 DEFINITIONS SOLICITATION SPECIFIC 3.2 PROJECT BACKGROUND 3.3 STANDARD REQUIREMENTS AND SPECIFICATIONS 3.4 APPLICATION AND TECHNOLOGY REQUIREMENTS 3.5 SECURITY 3.6 AVAILABILITY 3.7 CUSTOMER SUPPORT 3.8 DISASTER RECOVERY 3.9 REPORTING ATTACHMENT A PRICE SHEET ATTACHMENT 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 Purchasing Documents for review and download. It is the Vendors responsibility to review and submit all applicable forms with your response. Citizens Website address is http://www.citizensfla.com/about/purchasing-current_reqs.cfm Website Document No.: 01 Vendor Conflict of Interest Disclosure 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 an automated and on-demand data download mechanism for transferring data from Citizens policy processing system to an agency management system. The contract term is anticipated to be five (5) years, and, at the discretion of Citizens 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 ITN No.: 08-0034 Section 1 - Introductory Material December 2, 2008 Page 2 of 29
workload and data integrity issues for this process as indicated within this document and any addenda that may be issued via Citizens Website located at (http://www.citizensfla.com/about/purchasing-current_reqs.cfm). Each Vendor must familiarize itself with the general requirements before submitting a response. It is the Vendors obligation to check Citizens Website to ensure that their solicitation includes all addenda. 1.2 CITIZENS BACKGROUND: Citizens was created in 2002, when the Florida Legislature combined the Florida Residential Property and Casualty Joint Underwriting Association (FRPCJUA) and the Florida Windstorm Underwriting Association (FWUA). Citizens provides insurance to Florida homeowners who cannot find coverage in the open, private insurance market. Citizens is governed by section 627.351(6) of the Florida Statutes and operates pursuant to a Plan of Operation approved by the Financial Services Commission of the State of Florida. Citizens operates under the supervision of a Board of Governors 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 which the actions will be taken or completed. CALENDAR OF EVENTS DATE: December 2, 2008 December 16, 2008 December 31 2008 January 23, 2009 February 24, 2009 March 10, 2009 1.4 5:00:00 PM ET TIME: ACTIONS: Release Solicitation Last Day for Submission of Written Questions Answers to Questions Posted on Citizens Website 2:00:00 PM ET Proposals Due Negotiations - Begin Negotiations - Completed
CONTACT INFORMATION: Questions related to the procurement should be addressed to: Purchasing Department Citizens Property Insurance Corporation 2101 Maryland Circle Tallahassee, Florida 32303
ITN No.: Section 1 - Introductory Material
December 2, 2008 Page 3 of 29
(850) 521-8310 Phone (850) 575-0936 Facsimile E-mail: bids@citizensfla.com 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 the solicitation will be allowed between a Vendor and any other party for the purpose of influencing the award, including any member of the Board of Governors or Citizens staff, with the exception of the Procurement Officer or his/her designee. Any unauthorized contact may disqualify the Vendor from further consideration.
ITN No.: 08-0034 Section 1 - Introductory Material
December 2, 2008 Page 4 of 29
ECS Service and Support Level Objective

ECS Service Availability/Reliability 1 The availability objective for the ECS front end application processors, including the standard FTP, 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 the hosting 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 system vendor. 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 TMSupport@IVANS.com 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.
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 0 1 2 Type Fatal Major Minor Description Bug causes system to crash or lock up, or destroys data. Renders major system function unusable, and no easy work around. Major system function unusable but easy work around, or renders minor system function unusable. Minor system nuisance which does not limit the functionality of system. Documentation or change request.
3 4
Nuisance Doc
Depending on the assigned severity classification, IVANS shall take the following action(s): Classification 0 Acknowledgment 1 business day Resolution Time Continuous effort, work around must be delivered within 3 business days. Final fix must be delivered within 15 business days. Continuous effort, work around must be delivered within 5 business days. Final fix must be delivered within 20 business days Final fix must be delivered within 45 business days May be included in next scheduled Release May be included in next scheduled Release
3 business days
2 3 4
5 business days 10 business days 10 business days
Last Updated 1/9/2009
-2-
Translation Services - Service Level Objective

IVANS shall supply to Customer the support and maintenance necessary for the correction of malfunctions 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 between IVANS and Customer for the purpose of reporting such malfunctions. Email: ivans.translation@ivans.com Voicemail: 800-548-2675, Options: 3, 2, 4
When reporting the malfunction, Customer should define the seriousness of that malfunction. For this purpose, 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: Priority Level 2: Priority Level 3: Priority Level 4: Call or email within 4 working hours Call or email within 8 working hours Call or email within 2 working days 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 the definitive correction according to the procedures that have been established to address these types of issues. For Priority Level 3 IVANS may advise Customer how to temporarily work around these malfunctions. IVANS will determine the 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 that IVANS 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 or some 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 described herein.
Exhibit 4
ECS Information Security Standards
ECS Information Security Standards

11/2008 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 (Protected Information) and data sent to and stored in ECS; Protect against anticipated threats or hazards to the security or integrity of such data; and Protect against unauthorized access to or use of Protected Information that could result 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 maintained by 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 to information 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 the customer 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 unauthorized person 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
IVANS recognizes that this list is not complete. Technology is ever changing and with change 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 any new 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, in conjunction 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 going forward.
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 be trained 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 safeguard customer Protected Information. A re-certification process will be performed by the ECS Product Manager on an annual basis. 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 be revoked 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 is hosted 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-medium businesses.
CBTS operates data center facilities capable of supporting mission-critical applications running 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 humidity controlled environment, fire protection, redundant network connectivity, lockable cabinets and cage space, and building access security. CBTS also provides daily operations, monitoring, maintenance, upgrades, performance tuning and data backup of hosted 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 floor with 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 control all 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 or herself 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. Authorized visitors 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 designated employee-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 suspicious or 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 Protected Information 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 that maintain Protected Information limit customer access and are appropriately secured. Paper documents that contain Protected Information are shredded at time of disposal.
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 technological developments to make sure that all Protected Information on ECS is secure and to safeguard 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 maintain appropriate 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 measures to 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 maintain the 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 preference 3) 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 of false positives. Updating the Sensor Bi-Weekly Basis 1) Update the sensor with the latest IPS signatures 2) Verify which new signatures should be implemented 3) Verify operability of the newly implemented signatures 4) Verify that the latest IPS operating system is running
Selection of Appropriate Service Providers

Due to the specialized expertise needed to design, implement, and service new technologies, 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 of the service provider to safeguard Protected Information. Contracts with service providers may include the following provisions: o A stipulation that the Protected Information will be held in strict confidence and accessed only for the explicit business purpose of the contract; o An assurance from the contract partner that the partner will protect the Protected Information it receives.
Exhibit 5
TX Software License
TRANSFORMATION XPRESSTM SOFTWARE 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). Grant of Software License and Restrictions. All right, title and interest in and to the IVANS Transformation Xpress software (the Software) are and shall remain with IVANS or its third party suppliers, as applicable. This Software License does not convey to You any interest in or title to the Software, but only a limited right to use the Programs, for your own business purposes, in accordance with its 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 the Software, in machine-readable form only, on one server and/or related number of Enterprise Resource Planning (ERP) systems (Single Administration Point/Instance), as applicable, located at the customers site where the Software is maintained, or at such other site as You may designate in writing to IVANS and IVANS may reasonably approve. You may connect such server(s) to either a local area network or a longhaul network. Except for back-up copies for archive purposes, You may possess only the number of copies of the Software which corresponds to the paid for number of Single Administration Point/Instances and may use each such copy only in accordance with IVANS applicable user documentation. This license may extend to Your parent or to any of Your subsidiaries or affiliates as may now or in the future exist only if (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 other notices that appear on the Software, or documentation, on any copies and any media. You will not (and will not allow any third party to) (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Software, (ii) provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Software for the benefit of any third party. The Software in any embodiment, and any other information relating to the Software including the Documentation received by You from IVANS, shall be considered proprietary and confidential (Confidential Information) as defined in the General Terms & Conditions hereto and used solely in connection with the licenses granted hereunder (the TX License). You agree that for all on-site trips required for Transformation Services, You shall reimburse IVANS for its reasonable and usual travel expenses including transportation, lodging, and meals and you shall pay such invoice in accordance with the Payment provision of Citizens Standard Terms and Conditions Service Vendors. Such expenses will be 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 the Termination provision of the Contract (the TX License Term). In the event of termination, You shall cease usage of the Software, remove all copies of the Software from any and all hardware, and promptly 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 personnel represent IVANS good faith estimate of the expected dates. 2.3. Delivery of Software. The Software and/or documentation shall be deemed to be delivered when delivered with the first certificate for one (1) agency management system platform, regardless of the line of business, in person, shipped FOB Origin if delivered by common carrier, or when transmitted, if delivered electronically (the Delivery Date). If applicable, You shall confirm and acknowledge receipt, and method of delivery, of Programs in writing if shipped electronically.
2.
3.
Limited Warranty and Disclaimer. 3.1. Intellectual Property Warranty: IVANS warrants that it is the sole owner of all rights, title and interest 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 confidential information contained therein, or if IVANS is not the sole owner of such rights, that IVANS is an authorized licensee thereof and that it is authorized to enter into this License. This warranty shall continue in force and effect for the duration of the license granted herein.
August 2007
Transformation Xpress
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 the Software that existed on the Delivery Date (Documentation). Warranty services provided by IVANS during the Warranty Period, under the terms of this paragraph, shall be performed at no additional cost to You. 3.3. Services Warranty: Technical Services; Annual Maintenance, Usage, and Support Services; and all other services performed hereunder shall be performed in a proper and workmanlike manner. Should any repairs or services fail to resolve an Error as defined herein or otherwise be defective, Your sole and 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 terminating this License and receiving a refund of the License fees prorated to reflect the portion of the initial license period which has been used up to the date of reporting the Error. The warranties provided in this 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 services performed after such period will be covered by the ECS Service and Support Level Objective. IVANS WARRANTS THAT THE SOFTWARE SHALL MATERIALLY PERFORM AS DESCRIBED IN THE ITN RESPONSE AND THE ECS SERVICE AND SUPPORT LEVEL OBJECTIVE. ANY LIABILITY OF IVANS WITH RESPECT TO THE SOFTWARE OR THE PERFORMANCE THEREOF UNDER ANY WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO PROGRAM REPLACEMENT OR, IF REPLACEMENT IS INADEQUATE AS A REMEDY OR, IN IVANS OPINION, IMPRACTICAL, TO REFUND OF THE LICENSE FEE. EXCEPT FOR THE FOREGOING, IVANS MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL PRODUCTS AND SERVICES ARE PROVIDED "AS IS", WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. EXCEPT AS OTHERWISE STATED HEREIN OR IN THE CONTRACT, IVANS DOES NOT WARRANT RESULTS OF USE OR THAT THE SOFTWARE IS BUG FREE OR THAT ITS USE WILL BE UNINTERRUPTED OR THAT ALL ERRORS CAN OR WILL BE CORRECTED OR GUARANTEE THE LENGTH OF TIME A CORRECTION WILL TAKE OR THAT THE PROGRAMS ARE UNAFFECTED BY ANY NON-Y2K COMPLIANT THIRD PARTY PROGRAMS OR TOOLS USED BY IVANS OR THIRD PARTIES ON ITS BEHALF IN PERFORMING MAINTENANCE SUPPORT SERVICES AND/OR OTHER SERVICES. 4. Transformation Services 4.1. 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 system platform 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 the agency management system platforms procured, (iii) working with You to develop input and output format requirements, (iv) assistance in testing with agency management system platforms, (v) submitting data to and working with the procured agency management system platforms to receive certification, (vi) providing documentation and training to allow You the ability to, at Your option, make minor changes to Your translation, (vii) providing technical training on the solution to ensure You understand 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 issues encountered by the pilot agency or internal test client during acceptance testing. The acceptancetesting window begins immediately upon delivery and installation of the software and translation at Your 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 into ACORD groups and data elements defined by ACORD. The Transformation Services do not include data 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 data required 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 policy premium, (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 a definition of the data extract file; (iii) provide data files to IVANS to be used for testing and certification. These data files must match the definition provided to IVANS, should be a data file produced by Your data extract process, and should contain an image of each transaction for the line(s) of business specified herein; (iv) provide a complete listing of any coded field values and descriptions by field; (v) provide declaration pages that correspond to the policies included in the extract file; (vi) provide the mechanism for transferring the data file to the PC where the IVANS components are installed and operated; (vii) provide, during the duration of IVANS first visit at Your site, a dedicated resource with knowledge of the structure and content of Your data to assist in the definition 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 data structure and content; (ix) provide, during the duration of IVANS second visit to Your site, a dedicated resource to be trained on the IVANS components who should be the individual(s) who will have responsibility for completion of the acceptance testing as well as the day-to-day operation of the components; (x) complete acceptance testing of the solution within 60 days of IVANS delivery using one of the following methods: (1) acquire access to an agency management system platform and coordinate use of that system by internal testers to complete the acceptance testing or (2) identify and coordinate 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 acceptance testing, (xii) if using IVANS communication infrastructure, You must maintain and support the PC containing the IVANS Transfer Manager software, which facilitates the communications by which download files are sent to the participating agencies; (xiii) if using a non-IVANS communication infrastructure, 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 during implementation You terminate the TX License or any of the Transformation Services, in whole or in part, in accordance with the Termination provision of the Contract, You agree that IVANS shall be entitled to keep the greater of (i) thirty three percent (33%) of the total Transformation Services Fees procured hereunder or (ii) the applicable percentage of the total Transformation Services Fees based on project milestones completed by IVANS in accordance with Table A, Critical Project Milestones, below. Table A Critical Project Milestones Milestone Percentage of Fees Kept if You Terminate Transformation Services 33% Assist You with download file definition. 33% Map Your data into AL3 format. 70% Complete translation of Your data into AL3 85% Unit testing of translation 95% Send data to vendor for certification 100% Training and installation
IVANS reserves the right to terminate the Transformation Xpress Software License Agreement or otherwise may invoice Citizens for the Initial Payment of $47,040 upon thirty (30) days prior written notice 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 reasonable efforts to facilitate receipt of the certifications in a timely manner. 7. Maintenance, Usage, and Support 7.1 After delivery of the Software, during the TX License Term, through the Support End Date, and if the Annual Maintenance, Usage, and Support fee therefore has been paid, IVANS will use commercially reasonable 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) performing preventative software maintenance; (ii) performing remedial software maintenance; (iii) correcting errors, malfunctions, and defects in the Software; (iv) providing software updates that IVANS in its discretion makes generally available without additional charge; (v) providing Industry Standard format definition updates 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) additional hours 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 impact Your certifications with such vendors, and (x) updates to the agency management system vendor files used by Remote Location Manager. Any other maintenance, usage, or support items will be invoiced to You at the then currently hourly rate(s). 7.2 Other than the items listed above, IVANS undertakes no maintenance or support obligation for the 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 or any software other than the licensed Software or the Transformation Services. Maintenance, Usage, and Support Services do not include new versions of the Software that, in IVANS sole determination, alter or increase the capability of the Software. All services and related documentation will be provided in the English 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) maintain agents table of agency management system platforms information, (iv) perform data verification, (v) notify IVANS of company data issues with sending or receiving system platform(s), (vi) follow IVANS reasonable recommendations 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) maintain adequate backups of the IVANS Software, scripts, and related files. 8. Error Priority Levels 8.1 IVANS shall exercise commercially reasonable efforts to correct any Error reported by You in the current unmodified release of the Software in accordance with the priority level reasonably assigned to such 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 management that such Errors have been reported and of steps being taken to correct such Error(s); (iii) provide You with periodic reports on the status of the corrections; and (iv) initiate work to provide You with a Workaround or Fix. 8.1.2 Priority B Errors - IVANS shall exercise commercially reasonable efforts to include the Fix for the Error in the next regular Program maintenance release. 8.1.3 Priority C Errors - IVANS may include the Fix for the Error in the next major release of the Program. 8.2 If IVANS believes that a problem reported by You may not be due to an Error in the Software, IVANS will so notify You. 8.2.1 At that time, You may (a) instruct IVANS to proceed with problem determination at Your possible expense as set forth below or (b) instruct IVANS that You do not wish the problem pursued at its possible expense. 8.2.2 If You request that IVANS proceed with problem determination at its possible expense and IVANS determines that the error was not due to an Error in the Software, You agree to pay IVANS, at IVANS then-current and standard consulting rates on a time and materials basis, for all work performed in connection with such determination, plus reasonable related expenses incurred therewith. 8.2.3 You shall not be liable for (a) problem determination or repair to the extent problems are due to Errors in the Software or (b) work performed under this Section in excess of its instructions or (c) work performed after You have notified IVANS in writing that it no
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longer wishes work on the problem determination to be continued at its possible expenses (such notice shall be deemed given when actually received by IVANS. If You instruct IVANS that You do not wish the problem pursued at its possible expense or if such determination requires effort in excess of Your instructions, IVANS may, at its sole discretion, elect not to investigate the error with no liability therefore. 8.2.4 Maintenance Support Services will be performed only during the Daily Maintenance Period (DMP). When Maintenance Support Services are requested and performed other than during the DMP period, such Services shall be charged at IVANS then-current and standard consulting rates on a time and materials basis. 8.3 The service levels and descriptions contained in this document are not intended to lessen the obligations of IVANS under the Contract. 9. Exclusions. Unless previously approved by IVANS in writing, IVANS shall have no obligation to support: (i) altered or damaged Software or any Software modification by You or any portion of the Software incorporated with or into other software; (ii) Software that is not the then current release or immediately Previous Sequential Release; (iii) Software problems caused by Your negligence, abuse or misapplication, use of the Software other than as specified in IVANS user documentation or other current technical materials or other causes beyond the control of IVANS; or (iv) Software installed on any hardware that is not supported by IVANS. IVANS shall use commercially reasonable efforts to assist You in correction and resolution of Software errors in a Software release that is prior to the then current release or immediately Previous Sequential Release. IVANS shall have no liability for any changes in Your hardware which may be necessary to use the Software due to a Workaround or maintenance release. IVANS is not responsible for providing expendables such as ink, toner, ribbons, magnetic media, additional hardware or software under this Agreement. IVANS will provide and Citizens agrees to install current versions or releases of the licensed software. 10. Definitions. Daily Maintenance Period (DMP) means an 8-hour period between 8:30 am and 5:00 pm (Eastern time), Monday through Friday, excluding national, state or other IVANS holidays. E-Mail Support means electronically generated DMP technical support provided in response to electronically transmitted inquiries by You. Error means an error in a Program which significantly degrades such Program as compared to IVANS published performance specifications. Error Correction means the use of reasonable commercial efforts to correct Errors. Fix means the repair or replacement of object or executable code versions of a Program to remedy an Error. "Preventative Maintenance". Maintenance furnished to keep the licensed Software in satisfactory operating condition, as deemed necessary in the sole discretion of IVANS. Previous Sequential Release means the release of a Program which has been replaced by a subsequent release of the same Program. Unless otherwise stated, a Previous Sequential Release will be supported by IVANS only for a period of twelve (12) months after release of the subsequent release. Priority A Error means an Error which renders a Program inoperative or causes such Program to fail catastrophically. Priority B Error means an Error which may degrade the performance of a Program or restrict Your use of such Program. Priority C Error means an Error which causes only a minor impact on Your use of a Program. Program(s) means each software program, program or business module, distributed to You in object code form and the media, documentation, and updates thereto. "Remedial Maintenance". Maintenance required by the occurrence of errors, malfunctions, anomalies or defects in the licensed Software (hereinafter "bugs") that require service as set forth hereafter. "Required Update". New additions to the licensed Software required to correct any "bugs".
August 2007 Transformation Xpress
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Software means IVANS Transformation Xpress, Transfer Manager, the Application Developers Interface and any other components, manuals, or other documentation thereto. "Support End Date". A date established by IVANS after which maintenance and support service for specific licensed Software or a specific version of software will no longer be available. Support Services means IVANS support services as described in Section 7 of this Exhibit. Telephone Support means DMP technical support telephone assistance provided by IVANS to the Technical Support Contact concerning the installation and use of the then current release of a Program and the Previous Sequential Release. "Updates" means new additions to the licensed Software which increase or improve functionality without causing substantial change or increase in software capability ("new version") as determined solely by IVANS. Web Site Support means generic, not specific to You, technical support information available 24 hours a day through IVANS internet web site. Workaround means a change in the procedures followed or data supplied by You to avoid an Error without substantially impairing Your use of a Program.
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IVANS, INC. COMMUNICATIONS SERVICE AGREEMENT Under this Agreement, You, the Customer (Customer or "User"), may access IVANS Services on the following terms and conditions: 1) IVANS' SERVICE: The service consists of access to the IVANS Network for the purpose of using mailbox, communication, information, database or computing services authorized for you by an IVANS' ("Sponsor"). Use of these services is subject to this agreement and any supplemental operating terms and conditions including copyright and confidentiality notices published in connection with individual services, options or facilities. Use of any applicable software is subject to the terms and conditions stated in the Software License Agreement enclosed with the software. IVANS' may suspend your access to IVANS Service without notice at your Sponsor's direction. Access to IVANS Service may be limited at the discretion of IVANS for maintenance or emergency repairs or as a result of circumstances beyond IVANS control. CHARGES: The ECS Monthly Service Fee will be pro-rated during your first month of service. Billing will begin on the day after
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You are registered to utilize ECS. Monthly charges apply whether or not You use ECS during the month.
Use of services or products other than those shown on the first page of this Agreement will lead to additional charges based on IVANS current rates for those services and products. IVANS reserves the right to modify charges effective thirty (30) days after notice to User. IVANS also reserves the right to add or withdraw products and services with notice to user. User acknowledges and agrees that it shall be solely responsible for communications charges incurred to access ECS. Termination or suspension of your account for non-payment, and subsequent re-activation, may result in additional charges. 3) TAX STATUS. All charges are exclusive of federal, state or local sales, use, or personal property taxes or taxes of a similar nature that may apply to the Service. Any such applicable taxes will be paid by User or by IVANS for User's account. If User is a tax-exempt entity, a copy of the applicable state exemption certificates(s) must be provided to IVANS with this Agreement, or if no exemption certificate is available in Users state, a copy of the applicable Sales and Use Tax Exemptions and Exclusions Regulations for the State. BILLING AND PAYMENTS: Customer will be invoiced on a schedule established by IVANS, with payment due within 21 days of the date of invoice. If User learns or suspects that unauthorized use of this account is taking place, it must notify IVANS immediately and, in such event, IVANS will cancel User's password and provide User with a new one. Delinquent accounts are subject to interest charges of one and one-half (1%) percent per month or the maximum limit allowable by law on the unpaid balance, whichever is less, plus all costs of collection, including reasonable attorney's fees. Under the terms of IVANS agreement with your Sponsor, or any applicable state or federal statutes or regulations, IVANS may provide your Sponsor with a statement of your account. IVANS reserves the right to suspend service to a delinquent account without notice. LIMITATION OF WARRANTY: CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICE AND MATERIAL THEREIN AND STORAGE OF INFORMATION WHICH APPEARS IN THE SERVICE IS AT CUSTOMER'S SOLE RISK. NEITHER IVANS NOR ANY OF ITS LICENSORS, SUPPLIERS, OR AGENTS WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR IS ANY WARRANTY MADE AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. IVANS LIABILITY: IVANS exclusive liability for any claim of any kind relating to this Agreement or to the products and services provided hereunder shall not exceed the fees paid for use of the services and IVANS liability shall terminate if no action is commenced within one year after a cause of action has occurred. IN NO EVENT SHALL IVANS BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES TO GOODS OR EQUIPMENT, LOST PROFITS, DOWNTIME COSTS, LABOR COSTS, OVERHEAD COSTS, CLAIMS OF CUSTOMERS OR CLIENTS OR USER, OR DELIVERY OF DATA CONTAINING INACCURACIES OR OMISSIONS THAT WERE PRESENT WHEN THE DATA WAS RECEIVED BY IVANS. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. 7) 8) INDEMNIFICATIONS: Customer shall indemnify and hold IVANS and its affiliates harmless from all claims made by Customer's employees, clients or customers or their employees, clients or customers. TERM: This agreement will remain in effect until written notice of termination for any reason is rendered by either party to the other. Customer must provide thirty (30) days advance written notice of termination. Notwithstanding anything to the contrary, IVANS has the right to terminate this agreement if Customer files for bankruptcy. ASSIGNMENT: This Agreement may not be assigned by Customer without the prior written consent of IVANS.
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10) GOVERNING LAW: This Agreement is to be governed by and interpreted in accordance with the laws of the State of Florida. 11) If Customer is a corporation, partnership or other business entity, the individual agreeing to these terms has full authority and power to enter into this Agreement. No terms or conditions in any purchase order or other document shall supersede the terms of this Agreement.
IVANS, Inc., 5405 Cypress Center Drive, Tampa, FL 33609-1022

Citizens Property Insurance Corp CSA 06-01-2009 Page 2 of 2

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Sample Pricing One-time cost for Implementation Services:

Net implementation services

Annual Maintenance Totals:

Software Service Includes:

Confidential & Proprietary

Maintenance Services Include

Confidential & Proprietary

Network Charges Associated with Agency Interface

Confidential & Proprietary

The ITN; and IVANS ITN Response. Other attached exhibits.

Contract No.: ITN No.:

Contract No.: ITN No.:

Contract No.: ITN No.:

Contract No.: ITN No.:

Contract No.: ITN No.:

CITIZENS PROPERTY INSURANCE CORPORATION

IVANS, INC. (IVANS)

Contract No.: ITN No.:

STANDARD TERMS AND CONDITIONS SERVICE VENDOR

Page 1 of 7 Citizens Standard Terms and Conditions (rev. 03/09/2009)

Page 2 of 7 Citizens Standard Terms and Conditions (rev. 03/09/2009)

Page 7 of 7 Citizens Standard Terms and Conditions (rev. 03/09/2009)

SECTION 1 INTRODUCTORY MATERIAL

ITN No.: Section 1 - Introductory Material

December 2, 2008 Page 3 of 29

ITN No.: 08-0034 Section 1 - Introductory Material

December 2, 2008 Page 4 of 29

ECS Service and Support Level Objective

5 business days 10 business days 10 business days

Last Updated 1/9/2009

Translation Services - Service Level Objective

ECS Information Security Standards

Identification and Assessment of Risks to Customer Information

Design and Implementation of Safeguards Program

Management of System Failures

Selection of Appropriate Service Providers

TRANSFORMATION XPRESSTM SOFTWARE LICENSE AGREEMENT;

IVANS, Inc., 5405 Cypress Center Drive, Tampa, FL 33609-1022

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