PROPERTY INSIGHT NATIONAL MASTER SERVICES AGREEMENT
Exhibit 99.31
PROPERTY INSIGHT NATIONAL MASTER SERVICES AGREEMENT
This Agreement entered into as of November 1, 2006 between Property Insight LLC and LSI Title
Insurance Company, is being executed for the purpose of providing access to certain records or data
owned by Property Insight or its providers and to certain services or software offered by or
through Property Insight (collectively, the “Services”), pertaining to real property in the County
or Counties as (each, a “County”) set forth on the applicable County Schedule(s) or to transactions
relating to such real property. The terms of each County Schedule and all Appendixes thereto, are
hereby incorporated into this Agreement by this reference.
1. DEFINITIONS. (Note: Not all terms are applicable to all counties. See the county schedules.)
(a) DATABASES. “Databases” consist of certain designated records of Property Insight
accessible via an on-line system. The PI/GI Database includes the property index (“PI”) and the
General Index (the “GI” and sometimes known as the Individual/Corporation Index). Property
Insight’s Corporation, Limited Partnership and Notary Inquiry System (“CPN System”) contains
certain information provided to Property Insight by the Office of the Secretary of State. The
Image System contains electronic copies of certain Maps, Official Records and Starters (“Image
System”). The tax service database consists of tax, bond and assessment information. Property
Insight may develop, or acquire the right to offer access to other Databases. If access to any
such other Database is made available by Property Insight to Customer, any special terms of such
access shall be as set forth in an amendment hereto or on an amended County Schedule, as
applicable.
(b) RECONVEYANCE TRACKING SERVICE. “Reconveyance Tracking Service” consists of
services for the purpose of tracking deeds of trust and reconveyances (“Reconveyance Tracking
System”). The Reconveyance Tracking System is designed to meet the requirements of California
Civil Code Section 2941(b)(3), which sets forth a procedure in which a title insurer that has
processed a pay-off of a deed of trust, can execute and record a Release of Obligation if the
trustee does not record a Reconveyance within a specified period of time.
(c) INQUIRY(IES). “Inquiry(ies)” means any instance of accessing Property Insight
Databases, including, but not limited to, Inquiry by Date and Document reference, General Index
(AKA Individual or Corporation) and Property Information. Each instance of such Inquiries may be
counted separately to screen and to printer.
(d) LOT BOOKS. “Lot Books” consist of copies of indices in tangible form of recorded
documents relating to parcels of real property in such County (for example, Numbered Tracts,
Alphabetical Tracts, Ranchos and Sectional Lands). Lot Book may be available as specified in such
schedule.
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(e) MAPS. “Maps” consist of copies of diagrams and other graphic representations of
boundaries relating to parcels of real property in such County.
(f) OFFICIAL RECORDS. “Official Records” (excluding Maps) consist of copies of items
recorded in the County Recorders’ Office.
(g) PC or PCs. “PC” or “PCs” means a single or group of terminals, workstations or
personal computers of all types including printers or any method of accessing information from the
Property Insight on-line Databases.
(h) PROVIDER. “Provider” means each of the entities which owns (or co-own) or
distributes, furnishes, licenses or otherwise makes available to Property Insight information,
software or other similar material which is made available to, or which is used (directly or
indirectly) by Customer under this Agreement.
(i) STARTERS. “Starters” consist of copies of previously issued title products, which
may include policies, commitments, preliminary reports, guarantees and binders as such products may
be further specified in applicable schedules attached to this Agreement.
(j) TITLE ORDER. “Title Order” means an order, by a customer of Customer, of a Title
Search and an examination thereof which may result in the issuance of an evidence of title (for
example, a title policy, binder, guarantee, or endorsements) or delivery of other reports or
products in which Title Records are used (for example, a preliminary report).
(k) TITLE PLANT. “Title Plant” means a currently maintained index of land records and
copies of Official Records and other materials related thereto, excluding Starters, for a County.
(l) TITLE RECORDS. “Title Records” consist of land title records and materials
(including on-line accessible Databases, Tax and Assessment records, Lot Books, Maps, portable
media, Official Records and Starters). The Title Records shall also include any additions and
shall be subject to any deletions made through Property Insight’s customary daily input and purging
procedures.
(m) TITLE SEARCH. “Title Search” means the functions of identifying, locating and
copying the proper accounts and documents (including information from on-line accessible Databases,
Lot Books, Maps, Official Records and Starters) which are necessary for examining, reporting on and
otherwise issuing an evidence of title on specific parcels of real property.
(n) TAX SERVICE. “Tax Service” means secured tax data made available to Customer
either by on-line databases or by manual access.
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2. SERVICES.
(a) Performance. Property Insight will perform the Services identified in each County
Schedule. Such Services are subject to the terms and conditions of this Agreement, the terms and
conditions set forth in the applicable County Schedule and all Appendices thereto. As the posting
of the Computerized databases are dependent upon the receipt of the recorded documents from the
County(ies), Property Insight shall make every attempt to maintain the currency of the Property and
General indexes in a commercially reasonable manner. Lot Books, Maps, Official Records, Starters
and other materials included in the Title Records are maintained in one or more formats or media
determined by Property Insight (for example, on microfilm or paper or in electronic form as digital
files) and Property Insight reserves the right to modify any such format or medium from time to
lime. Both parties recognize that Property Insight or its Providers may in the future acquire
records and materials through purchase, lease, assignment or other method of transfer and that
Property Insight may restrict, or may be restricted from allowing, Customer from using such records
and materials. Any records and materials so acquired and restricted are not included in this
Agreement.
(b) Access. For each County selected on a County Schedule, Property Insight grants
Customer nonexclusive computerized title plant access during normal working hours, currently,
Monday through Friday 7:00 a.m. to 12:00 a.m. and Saturday 7:00 a.m. to 7:00 p.m. and Sunday 8:00
a.m. to 8:00 p.m., except normal business holidays as communicated in advance by Property Insight.
The Title Records located within a title plant facility and Special Services Departments are
available Monday through Friday 7:00 a.m. to 6:00 p.m. unless otherwise stated. Additional service
hours may be provided upon request by Customer at the then prevailing hourly rate, as set by
Property Insight. Such access and services are subject to all the other provisions of this
Agreement.
(c) Joint Ownership. In certain Counties, selected Title Record Information is
jointly owned by Property Insight and one or more other co-owners. Customer access to any such
Jointly-owned information may be provided by a County Schedule to this Agreement or by a separate
agreement among Customer, Property Insight and the joint owner(s). If jointly-owned information is
made available to Customer under this Agreement, the co-owner(s) is (are) identified on the
applicable County Schedule for such County. Co-Owners are protected collectively with Property
Insight by all appropriate provisions of this Agreement wherever jointly-owned information is
identified on the applicable County Schedule. The term “Property Insight in such circumstances
shall include the co-owner(s).
(d) Training. Property Insight will provide reasonable initial training in the use of
Property Insight on-line systems or products at no additional charge per its then current training
policies. Training may be provided by visits to Customers premises, by telephone or by Internet,
at Property Insight’s discretion. Customer is responsible for training its new employees; however,
additional training requested by Customer will be scheduled and provided on a resources available
basis at Property Insight’s then current fee.
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(e) Special Services. In the event that Customer requests Property Insight to supply
special services, reports or items, Customer will pay the then-current fees for Property Insight
labor, out-of-pocket expenses paid or incurred and an administrative fee. Property Insight will
provide an estimate of such fees upon request.
(f) No Other Services. Property Insight shall not be obligated to furnish any
information or service not specifically set forth in this Agreement or a County Schedule,
including, without limitation: (a) any tax, bond or assessment information; (b) any title engineer
or other help for the purpose of verifying or creating a legal description of land involved In
Customer’s Title Orders; or (c) any parking facilities for Customer’s employees.
(g) Plant Location. Property Insight shall have the right at any time to move the
physical location of each of the Property Insight on-line systems. Databases, Title Records, or
facilities from one location to any other location upon three (3) months’ prior written notice. In
the case of Title Records or facilities, customer may cancel the services provided by Property
Insight regarding physical access to Title Records or facilities upon a change of location thereof
by Property Insight by delivering to Property Insight its election to cancel no less than one (1)
month prior to the relocation date.
(h) Posting of Office Information (OI). Property Insight shall post office
information entries to the databases within 24 hours of receipt of the completed OI posting form.
Property Insight posts these types of entries as a convenience to our customers and bears no
liability for errors or omissions.
3. FEES AND PAYMENT.
(a) Fees. Customer will pay Property Insight the fees for the Services specified in
the County Schedules. Any monthly minimum fee shall be due and payable regardless of whether or
not Customer finds it necessary to use the applicable Service. The fees and charges do not include
taxes. Customer will pay, or reimburse, Property Insight for payment of any applicable sales, use,
personal property or similar taxes and any government charges based on transactions hereunder,
exclusive of corporate income or franchise taxes based on Property Insight’s net income. Property
Insight may increase the fees set forth in each County Schedule as follows: (i) annually on the
anniversary date of the Agreement by the percentage amount indicated by the annual change in the
Consumer Price Index for Urban Wage Earners and Clerical Workers for the national average as
compiled by the U.S. Department of Labor, Bureau of Labor Statistics (“Index”) for the twelve (12)
months immediately preceding the adjustment date or 3% whichever is greater, (ii) monthly where the
cost to acquire documents or other media necessary to create or provide the Title Records
increases.
(b) Reports. For any Fees based upon customer provided criteria, Customer must
furnish a written report to Property Insight on or before the 10th day of each month
showing the information necessary to enable Property Insight to determine the amount of Title Plant
Access Fees for the prior month. This information shall be confidential to and used by Property
Insight’s auditors, accounting personnel and management and shall not
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be used for other purposes by Property Insight. The report form shall be designed and
furnished by Property Insight and signed by an officer of Customer.
(c) Due Date. Customer shall pay all sums which are due and payable to Property
Insight within 15 days after the invoice date, with the exception of fees based on customer
provided criteria (including any applicable minimum monthly fee) which are due and payable together
with the report for such month on or before the 10th day of each month. Customer will
be in default under this Agreement whenever Customer fails to pay any sum due to Property Insight
for a period of fifteen (15) days after the sum has become due and payable. To cure that default,
the sum then due, plus a late payment fee equal to ten percent (10%) of the sum then due (or the
maximum rate or amount allowed by applicable law if less), must be paid to Property Insight.
(d) Audit. Should Customer’s fees be based on customer provided data, Property
Insight shall have the right to audit the accounts of Customer, at the expense of Property Insight,
in order to verify the correctness of the sums of money being paid to Property Insight by Customer.
These audits shall be conducted so as not to unreasonably interfere with the normal business
routine of Customer. Upon request of Property Insight, Customer shall supply the following to
Property Insight at the end of each fiscal year a complete, signed copy of all Customer’s audited
reports to the Insurance Commissioner of the State. No information need be given to Property
Insight regarding any of the business affairs of Customer other than information necessary to
determine the correctness of the amounts of sums paid to Property Insight under this Agreement. If
the audit discloses that Customer under-reported fees to Property Insight, Customer shall pay
promptly such under-reported amount, together with interest at the maximum rate allowed by law. In
addition, if such under-reported amount is in excess of five percent (5%) of the reported amount
for the period covered by the audit, then Customer shall property reimburse Property Insight for
its audit expenses.
4. TERM.
(a) Term. Unless sooner terminated in accordance with the provisions hereof, this
Agreement shall continue in effect so long as any County Schedule hereunder is in effect. The term
of each County Schedule under this Agreement will commence and expire on the dates set forth
therein.
(b) Renewal. The term of each County Schedule under this Agreement will commence and
expire on the dates set forth therein. Unless otherwise provided to the contrary in the Master
Schedule or a County Schedule, each County Schedule shall be automatically extended for successive
additional terms of duration equal to the Initial Term set forth in the then current Master
Schedule unless either party gives written notice to the other party of its election not to so
extend at least one (1) month (but not more than three (3) months) prior to the end of the initial
term or of any additional term for such County Schedule.
(c) Termination. If either party does not in good faith perform all of the terms and
provisions of this Agreement or in any manner fails, refuses or neglects to perform its
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obligations under this Agreement and does not cure that default within ten (10) days after
receipt of written notice specifying the default, then this Agreement may be terminated by the
party not in default. In the event of default not timely cured, Property Insight may discontinue
the right of Customer to any access or service provided for in this Agreement without liability.
This Agreement shall be automatically terminated upon the filing of a petition in bankruptcy by
Customer, or the appointment of a receiver for Customer, or the adjudication in bankruptcy on an
involuntary partition against Customer, or if any general assignment for the benefit of Customer’s
creditors, of its assets, occurs, Property Insight may terminate a County Schedule on 30 days’
advance written notice in the event that Property Insight will stop supporting the subject county.
5. OWNERSHIP AND USE
(a) Ownership. All Title Records and all programs, databases, manuals and
documentation relating to any Service, Database or system (including, without limitation,
compression, storage, and retrieval techniques and formats and any enhancements made thereto) are
and shall remain the property of Property Insight or its Providers. Each deliverable and Database
compilation is protected by United States copyright laws and international treaty provisions.
Customer agrees to treat manuals and documentation provided as part of any deliverable or system as
proprietary information of Property Insight or its Providers and make them available solely to
Customer’s employees or authorized representatives on a need-to-know basis. Customer further
agrees to not make copies of such manuals and documentation. Customer agrees to return all
applicable Property Insight property upon termination of this Agreement or of a County Schedule.
(b) Customer Use. Title Records made available to Customer under this Agreement are
to be used by Customer solely for the purpose of conducting Title Searches of specific parcels of
real property and examinations thereof in connection with bona fide Title Orders of Customer.
Without limiting the generality of the foregoing, Customer agrees that access to the Title Records
shall not be utilized by Customer or any of its employees for the purpose of furnishing any Title
Record information to any other title insurance company, title company, or any person, firm or
corporation except Customer and Customer’s customers in the ordinary course of its business.
However, Customer shall have the right to utilize the Title Records to furnish the usual customer
service as to inquiry by customers of Customer as regards specific parcels of land or specific
documents covered in such Title Records; provided that Customer shall not deliver a copy of any
Starter not furnished to Security Union by Customer to any other person.
(c) No Tours or Demonstrations. Customer will not (1) conduct any “tour” of, or give
access to, any facility where the Title Records are located, or (2) demonstrate the use of the
Property Insight on-line system or other systems, or make the documentation for such systems
available, except to train persons who are authorized employees and contractors of Customer acting
within the scope of this Agreement provided, however, that Customer may in the course of its
business demonstrate such systems within Customer’s own facilities.
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(d) Nonexclusive Use. It is recognized by the parties that Property Insight shall
continue to use the Title Records in the usual and ordinary course of business of reporting upon
and insuring land titles, while at the same time furnishing services to Customer as well as others.
(e) Advertisement of Use or Ownership. During the term of the Agreement, Customer
shall not publicize to the public that Customer owns any Title Records or Property Insight Title
Plant or has any interest therein except such rights as are specifically granted to Customer by
this Agreement. Likewise, during the term of this Agreement, Property Insight shall not, in any
advertisement or publicity, state that Customer is dependent upon Property Insight for use of the
Title Records or any Property Insight facility. Property Insight may, however, publicize to
whatever extent it may desire, its ownership of the Title Records and its facilities and services.
(f) Due Care. Customer agrees to exercise due care in the use of Property Insight
facilities, services, systems and information, so as to prevent loss or damage. Each party agrees
that it shall be liable to the other (and, if applicable, its Providers) for any loss or damage to
any property of the other or any Providers arising out of a failure to exercise due care or arising
out of an intentional, dishonest or fraudulent act of an employee of such party.
(g) Remedy. In the event that Customer (i) makes any unauthorized copy or duplicate
set of any Title Records, or (ii) fails to return any Portable Title Records promptly when due;
then Customer acknowledges and agrees: (A) that remedies at law shall not be adequate; (B) that
Property Insight will suffer irreparable harm; and (C) that Property Insight shall be entitled, not
only to its damages, but also to injunctive relief without the necessity of posting bond.
(h) Customer Title Plant. Customer agrees that if at any time during the term of this
Agreement it elects to build or participate in the building of a Title Plant or to continue the
maintenance of its existing Title Plant for any County, it shall do so without the use of any Title
Records obtained from a Property Insight facility or via any Property Insight on-line system. An
election by Customer to build or participate in the building of a Title Plant or the maintenance of
its existing Title Plant shall not discharge or relieve Customer of any of its obligations under
this Agreement.
6. CUSTOMER INVESTIGATION AND SATISFACTION. Property Insight has granted to Customer prior to
execution of this Agreement the right to conduct, for a reasonable period of time and subject to
reasonable limitations, its own independent investigation of the Property Insight facilities, the
Title Records, the operation of the on-line system, Databases (including the scope thereof and the
method of input storage and retrieval of the information contained therein), the nature and scope
of information available in tangible form, as well as the quality and completeness of all such
information, the type of documents indexed, the criteria in effect for including or excluding
specific types of documents in daily input procedures, the criteria in effect for deleting by
purging procedures, specific types of documents and the method of counting inquiries to the
computer. Customer is satisfied that input, storage and retrieval methods,
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the quality of the Title Records, the criteria for input and purging and the method of counting
inquiries to the computer are satisfactory for the purposes intended in this Agreement. Upon
Property Insight’s request, Customer will provide written verification of information concerning
Customer, including points of contact and equipment configurations. Such reports will also include
Customer’s certification that it is in compliance with the terms and provisions of this Agreement.
7. WARRANTY EXCLUSIONS; DISCLAIMERS; LIMITATION OF LIABILITY
(a) Warranty Exclusion and Limitation of Damage. NEITHER PROPERTY INSIGHT NOR ITS
PROVIDERS MAKE ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE ACCURACY OR COMPLETENESS OF
THE TITLE RECORDS MADE AVAILABLE TO CUSTOMER, WHETHER IN TANGIBLE FORM OR VIA AN ON-LINE SYSTEM OR
CONCERNING ANY PRODUCT. Customer agrees that in no event shall Property Insight (and, if
applicable, its Providers) be liable for any lost profits or for any special, consequential or
exemplary damages, even if Property Insight has been advised of the possibility of such damages.
(b) Disclaimer of Liabilities. Except as expressly set forth herein, Property Insight
and Customer agree that Property Insight (and, if applicable, its Providers) assumes no liability
and shall not be held liable to Customer, or to Customer’s customers or insureds, or to any other
person to whom Customer may furnish any title policy, binder, guarantee, endorsement or other title
assurance, or any report or title information, by reason of any error or omission or assertion of
error or omission in any information (including any Title Records obtained from a Property Insight
facility or via an on-line system and furnished to Customer by Property Insight) or resulting from
the use of any Service or deliverable.
(c) Limitation of Liability. In the event that Customer discovers an error, defect or
omission in any Title Record, Property Insight’s sole obligation, and Customer’s exclusive remedy
with respect thereto, is to replace such Title Record with a duplicate copy of the applicable
record if a better copy of the record is available from the source.
(d) Third-Party Providers. Certain materials and information provided or made
available to Customer under this Agreement are obtained by Property Insight from third-party
Providers. In the event that any such Provider fails to deliver (or delays the delivery an such
material or information (through no fault of Property Insight) or in the event that any such
Provider materially and adversely modifies the conditions or cost to Property Insight of obtaining
such material or information, then Property Insight, at its option, may: (i) use reasonable
efforts to seek alternative sources of supply on commercially reasonable terms; or (ii) suspend or
terminate its obligations to Customer under this Agreement whether with respect to the portion of
such Agreement which relates thereto or with respect to the entire Agreement upon thirty (30) days’
written notice; or (iii) notwithstanding any other provision of this Agreement to the contrary,
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increase the applicable fees or charges upon thirty (30) days’ written notice; or (iv) any
combination of the foregoing. Property Insight will incur no liability to Customer with respect to
any action or omission under this Section. In the event that Customer receives a notice pursuant
to this Section substituting a service or increasing the price thereof, then Customer may terminate
such service if it notifies Property Insight within thirty (30) days after receipt of notice from
Property Insight regarding such service.
(e) Injury or Property Damage. Property Insight shall not be liable for injuries to
any employees, guests or invitees of Customer nor for damage to property of Customer caused by the
conditions of any Property Insight facility, except for injury or damage arising from Properly
Insight’s gross negligence or willful misconduct. Customer agrees to neither hold nor attempt to
hold Property Insight, its agents or employees liable for any injury or damage, either proximate or
remote, occurring through or caused by any repairs, alterations, injury or accidents in or to the
premises, or adjacent to the premises or in other parts of the premises in which Title Records are
stored, accessed or located, whether by reason of the negligence or fault of Property Insight,
another customer or any other person. Property Insight shall not be liable for any injury or
damage occasioned by gas, smoke, rain, snow, wind, ice, hail, water, lightning, earthquakes, war,
civil disorder, strike, defective electrical wiring or the breaking or stoppage of the plumbing or
sewage upon or in the building or adjacent premises, whether the breakdown or stoppage results from
freezing or otherwise and no matter how often injury or damage occurs.
8. INDEMNIFICATION
(a) Alleged Errors or Omissions. If Customer, or any customer of Customer or any
other person claims or asserts that Property Insight or its Providers have any liability by reason
of an error or omission in any information (including Title Records obtained from any Property
Insight facility or via an on-line system) furnished to Customer by Property Insight or resulting
from the use of any Service or deliverable, Customer agrees to indemnity and hold Property Insight,
its affiliates and its Providers, and their respective directors, officers, employees and agents
(the “Indemnified Parties”) harmless from and against the claim or demand, including all costs,
expenses, attorneys’ fees and actual loss or losses incurred or sustained by reason of the claim or
assertion.
(b) Personal Injury and Property Damage. Customer accepts the premises where the
Title Records used by Customer are located and agrees to defend, indemnify and hold the Indemnified
Parties harmless from any and all claims, damages, liabilities, losses or actions, including costs,
expenses and attorneys’ fees, arising out of actions or claims by employees, guests or invitees of
Customer, by reason of death, injuries to person or damage to property arising out of or relating
to use of such premises or use of any equipment located on such premises, except in instances where
Property Insight has engaged in grossly negligent activities or willful misconduct.
(c) Other Matters. Customer will indemnify, defend and hold harmless the Indemnified
Parties, against and in respect to any and all claims, damages, liabilities, losses or actions,
including costs, expenses and attorneys’ fees arising out of actions or
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claims which any Indemnified Party may at any time suffer, incur, or become subject to as a
result of or in connection with any of the following: (i) the inaccuracy of any representation
made by Customer, (ii) Customers breach of, or failure to perform, any of its warranties,
covenants, promises, or obligations arising under this Agreement or (iii) Customer’s violation of
any Federal, State or local law or regulation; except in instances where Property Insight has
engaged in grossly negligent activities or willful misconduct.
(d) Procedures. When a claim or assertion is made, Property Insight agrees to
promptly give notice to Customer. Customer shall have the right, if it so elects, to provide for
the defense of Property Insight, in any action or litigation based upon or involving the claim or
assertion, by counsel of Customer’s own choosing, and approved in writing by Property Insight, at
Customer’s own expense and to pursue litigation to final determination. Customer shall also have
the right, whether or not any action or litigation results, to compromise or settle the claim on
behalf of Property Insight but at the sole cost of Customer.
9. GENERAL TERMS AND CONDITIONS
(a) Force Majeure. If at any time either party to the Agreement is prevented from
performance when due (other than performance consisting of payment of money) by a disaster such as
or resulting from flood, hurricane, cyclone, earthquake, fire or other event commonly referred to
as an Act of God, causing extensive destruction or damage; or by acts of war, riot, unlawful
assembly, strikes, explosions, peaceful protest gatherings or other similar events causing or
accompanied by a lack of access or extensive destruction, so that it is impossible or unreasonably
difficult for that party to perform, then its failure to perform when performance is due shall be
deemed excused. Provided, however, that party must take all reasonable steps to remedy its
non-performance, or delay in performance with the least possible delay, and by doing whatever may
reasonably be done to mitigate the adverse effect of its non-performance upon the other party to
this Agreement.
(b) Dispute Resolution. If either party institutes an action against the other party
for breach of this Agreement, at Property Insight’s option, arbitration shall be conducted in
accordance with the Rules of Commercial Arbitration of the American Arbitration Association
(“AAA”). A single arbitrator shall conduct the arbitration. If the parties have not agreed to a
mutually acceptable arbitrator within thirty (30) days of the date of the notice to arbitrate, the
arbitrator shall be selected by the AAA from its regularly maintained list of commercial
arbitrators familiar with matters similar to the subject of this Agreement. The arbitrator shall
conduct a single hearing for the purpose of receiving evidence and shall render a decision within
thirty (30) days of the conclusion of the hearing. The parties shall be entitled to require
production of documents prior to the hearing in accordance with the procedures of the Federal Rules
of Civil Procedure, shall exchange a list of witnesses, and shall be entitled to conduct up to five
(5) depositions in accordance with the procedures of the Federal Rules of Civil Procedure. The
decision of the arbitrator shall be binding and final. The arbitrator may award only compensatory
damages, and not exemplary or punitive damages. In the event a party
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asserts multiple claims or
causes of action, some but not all of which are subject to
arbitration under law, any and all claims subject to arbitration shall be submitted to
arbitration in accordance with this provision.
(c) Attorneys’ Fees and Costs. If either party institutes an action against the other
party for breach of this Agreement, the successful party shall be entitled to recover costs,
expenses and attorneys’ fees as the court (or if applicable, the arbitrator) directs.
(d) Interpretation. This Agreement is to be construed under the laws of the State of
California; provided that the Services will be performed in accordance with the laws of the State
where such Services are performed. If any one or more of the terms, provisions, promises,
covenants or conditions of this Agreement, or their application to any person, corporation, other
business entity, or circumstance is to any extent adjudged invalid, unenforceable, void or voidable
for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining
terms, provisions, promises, covenants and conditions of this Agreement and their application to
other persons, corporations, business entities, or circumstances shall not be affected and shall be
valid and enforceable to the fullest extent permitted by law. This Agreement shall not be
construed against the party preparing it, but shall be construed as if all parties prepared this
Agreement. The headings of each section and paragraph are to assist in reference only and are not
to be used in the interpretation of this Agreement. Nothing contained in this Agreement is to be
deemed to constitute an association, partnership or joint liability between the parties. The
parties have no intention or thought to agree between themselves, or even to confer together, as to
underwriting methods, as to fees or premiums to be charged by them to their customers, or as to any
other processes or practices of either party except as otherwise stated or prescribed by any
issuing Agency Agreement entered into between the parties or, if applicable, their affiliates.
(e) Assignment or Transfer. This Agreement cannot be assigned, in whole or in part,
by Customer without the prior written consent of Property Insight, which consent shall not be
unreasonably withheld. If Customer’s rights and benefits in this Agreement are transferred in
whole or in part by involuntary method, or by operation of law, Property Insight shall have the
right to terminate this Agreement if the result is not satisfactory to Property Insight. Any
assignment in contravention of this Section shall be void.
(f) Benefit. This Agreement will be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. This Agreement is solely for
the benefit of the parties hereto and no third party will have the right or claim to the benefits
afforded either party hereunder.
(g) Compliance with Laws and Regulations. Customer agrees to use information received
from Property Insight in compliance with all applicable Federal, State and local laws and
regulations, including, without limitation, the Federal Credit Reporting Act (U.S.C.A. Title 00,
Xxxxxxx 00, Xxxxxxxxxx XXX), as amended from time to time.
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(h) Survival. Following the expiration or termination of this Agreement, whether by
its terms, operation of law or otherwise, all terms, provisions or conditions required for the
interpretation of this Agreement or necessary for the full observation and performance by each
party hereto of all rights and obligations arising prior to the date of expiration or termination,
shall survive such expiration or termination.
(i) Entire Agreement. This Agreement constitutes the entire agreement between the
parties pertaining to the subject contained in it and supersedes all prior and contemporaneous
agreements, both oral and written, representations and understandings of the parties. No
supplement, modification, or amendment of this Agreement shall be binding unless executed in
writing by the parties. No waiver of any of the provisions of this Agreement is to be considered a
waiver of any other provision, whether or not similar, nor is any waiver to constitute a continuing
waiver. No waiver shall be binding unless set forth in a writing executed by the party making the
waiver. This Agreement may be executed simultaneously in two or more counterparts, each of which
shall be deemed an original, but which together shall constitute one and the same instrument.
(j) Schedules. Each of the Schedules, Addenda and Exhibits attached to this Agreement
(initially or by way of amendment) are incorporated herein by reference as if set forth in full.
(k) Notices. All written notices permitted or required to be given under this
Agreement may be personally delivered to the office of the other party(ies) or shipped via a
nationally recognized overnight courier service, or mailed to the office of the other party(ies) by
Certified United States Mail. Each notice shall be addressed to the address set forth under the
party’s signature. Any notice delivered hereunder will be effective on the date delivered when
delivered personally or by overnight courier, or on the third business day after mailing if mailed
by Certified United States Mail. Either party may, by written notice to the other via first class
mail, change its address for notices.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date below.
PROPERTY INSIGHT
|
CUSTOMER | |
Property Insight, LLC, a California |
||
Limited Liability Corporation
|
LSI Title Insurance Company | |
| Customer | ||
| 0000 Xxxxx Xxx Xxxx Xxxxxx | ||
| Xxxxxxx | ||
| Xxxxx Xxx, XX 00000 | ||
| City, State, Zip | ||
| 000-000-0000 | ||
| Telephone |
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/s/ Xxxx Xxxxx
|
/s/ Xxxxx Xxxxxxxxx | |
By (Signature)
|
By (Signature) | |
Xxxx Xxxxx
|
Xxxxx Xxxxxxxxx | |
Print Name
|
Print Name | |
President
|
Vice President National Vendor Relations | |
Title
|
Title | |
11/01/06
|
11/21/06 | |
Effective Date
|
Date | |
ADDRESS FOR NOTICES:
|
ADDRESS FOR NOTICES: [X] SAME AS | |
| ABOVE | ||
PROPERTY INSIGHT, LLC |
||
0000 XXXX XXXXXX XX. |
||
XXXXXX, XX 00000 |
||
ATTN: AGREEMENT |
||
ADMINISTRATOR |
||
PHONE (000) 000-0000 |
||
FAX (000) 000-0000 |
||
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