TITLE PLANT LEASE AND SERVICE AGREEMENT
THIS AGREEMENT IS ENTERED INTO THIS 19TH DAY OF MAY 1999 BY AND BETWEEN SECURITY
UNION TITLE INSURANCE COMPANY, A CALIFORNIA CORPORATION, (HEREINAFTER "SUTIC"),
SECURITY TITLE AGENCY, (HEREINAFTER "STA") SEVERALLY AND INDIVIDUALLY AND
CAPITAL TITLE AGENCY INC, AN ARIZONA CORPORATION (HEREINAFTER "CUSTOMER").
WITNESSETH:
WHEREAS, SUTIC and STA are engaged in the business of collecting, storing, and
disseminating automated real estate information; and
WHEREAS, STA has constructed and maintains an indexed database, documents, maps,
and other relevant material pertaining to real property in Maricopa County,
Arizona, commonly known as a Title Plant; and
WHEREAS, SUTIC has constructed and maintains a database of electronic copies of
recorded documents, maps, and other relevant material pertaining to real
property in Maricopa County, Arizona, commonly known as Document Images; and
WHEREAS, SUTIC has constructed and maintains a database containing the current
status of relevant tax information pertaining to real property in Maricopa
County, Arizona, commonly known as a Tax System; and
WHEREAS, CUSTOMER is a duly qualified title agency, doing business in Maricopa
County, Arizona; and
WHEREAS, CUSTOMER is desirous of leasing a copy of the Title Plant and having
automated access to the Title Plant, Document Images and Tax System; and
WHEREAS, SUTIC and STA are desirous of providing these automated related
services to CUSTOMER.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, SUTIC,
STA and CUSTOMER agree as follows:
1. DEFINITIONS
For the purposes of this Agreement the following terms are defined:
DOCUMENT....is defined as a unique item recorded in the office of the
County Recorder and given a separate recording number.
DOCUMENT IMAGES...are defined as electronic representations of items stored
in the Image Database including Documents, Maps, Starters, and other
material that may be included in electronic form for use in the System.
MAP(S)....are defined as follows:
PLAT MAPS are maps recorded in the office of the County Recorder and given
a unique Book and Page number. These maps represent official subdivision
plats.
ASSESSOR MAPS are unique maps maintained by the office of the County
Assessor. These maps show each parcel of land identified for tax collection
purposes.
ARB MAPS are unique maps provided and owned by STA. These maps are
maintained to show specific land identifiers for the title plant index.
STARTERS....are evidences of policies of title insurance, preliminary
reports, guarantees, binders, or other forms issued by a customer in the
course of their title insurance or title agency business.
SYSTEM.... is defined as the computer equipment, software programs, and
database of Document Images, Starters, Maps, and other material for use in
SUTIC'S Automated Image Services in said County.
SUPPLIER(S).....are defined as other parties or entities whose products or
data are encompassed as part of the System.
FILE FOLDER.....is defined as the collection of document images stored in
an electronic form related to a specific unit of work that CUSTOMER has
initiated and manages.
IMMEDIATE RETRIEVAL..... is defined as providing CUSTOMER immediate access
to the document image data base during SUTIC'S AND STA'S operating hours:
Monday through Friday, except holidays, from 7:00 a.m. until 7:00 p.m.; and
Saturdays, except holiday weekends, from 7:00 a.m. until 12:00 p.m. (Noon).
STA & SUTIC will allow CUSTOMER access to the system outside of normal
operating hours with the understanding that the system will be unattended
and that there will be periods when the system will be unavailable due to
normal data maintenance requirements.
OVERNIGHT RETRIEVAL.....is defined as the ordering of Document Images
during the Immediate Retrieval hours for delivery or retrieval of such
images the following business day.
2. DATA BASE
2.1 DATA BASE CONTENT
STA has an indexed title plant back to 1947, SUTIC has Images for Documents
recorded on or after January 1, 1988. SUTIC has or will acquire electronically
scanned image copies of other items defined as Maps, Plat Folders, and Starters
subject to availability. The Tax System is maintained in a current condition
subject to availability of information. The term "Document" and "Document
Images" include all such items unless the context indicates otherwise.
2.2 DATA BASE CURRENCY
SUTIC and STA will use its best efforts to update their database daily.
Information acquired today will be posted to the appropriate database by the
working day following the availability of source data.
3. DATA BASE ACCESS AND SERVICE
SUTIC AND STA hereby agree to provide non-exclusive access and CUSTOMER hereby
agrees to acquire information described herein for title searching or other
related purposes through the use of electronic access, and/or terminal devices
approved by SUTIC and STA.
4. EQUIPMENT
Charges for equipment provided by SUTIC or STA to CUSTOMER, if any, shall be as
set forth in the Exhibits hereto or as added by amendment hereof. CUSTOMER
hereby agrees that no equipment shall be used to access SUTIC'S or STA'S
communication network and databases except as provided or approved by SUTIC and
STA.
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5. ACCESS AND SERVICE FEES
5.1 ACCESS FEES
See Exhibit "A"
5.2 IMAGE RETRIEVAL-WORKFLOW SOFTWARE
SUTIC will provide CUSTOMER a non-exclusive right to use the associated Document
Image Retrieval and Workflow and software subject to the License Terms contained
in Exhibit "B"
5.3 NETWORK SUPPORT CHARGE
The Network Support Charge as shown in exhibit "A" includes the central and
remote site CSU/DSU, telecommunications control unit, and network management.
The Network Support Charge may vary depending on the CUSTOMER'S method of
access.
5.4 TELECOMMUNICATIONS SUPPORT CHARGE
SUTIC will arrange and manage the required telecommunication services through
the local vendor or suppliers of SUTIC'S choice. The cost for data lines,
including installation of the data lines, firewalls, routers, hubs and monthly
maintenance will be billed to CUSTOMER on a pass through basis. The data line
charge may be increased or decreased accordingly, whenever the telephone company
or related communications costs increase or decrease.
5.5 TRAINING SERVICES
SUTIC and STA will provide reasonable initial training in the use of the systems
to access and retrieve Document Images, Title Plant and Tax information at no
additional charge. Additional training will be scheduled and provided quarterly.
5.6 SPECIAL SERVICES
In the event that CUSTOMER requests SUTIC or STA to supply special reports,
services or other items, CUSTOMER will pay the then current charges for labor,
out-of-pocket expenses and an administrative fee. An estimate of such charges
will be provided upon request.
5.7 TAXES
The fees and charges do not include taxes. CUSTOMER will pay, or reimburse,
SUTIC and STA 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 SUTIC'S or STA'S net
income.
5.8 DUE DATE
All monies due from CUSTOMER are due and payable to SUTIC and STA on the tenth
(10th) day after receipt of an invoice from SUTIC or STA. CUSTOMER will also pay
SUTIC or STA a late payment charge equal to one and one half percent (1.5%) per
month of the sum then due with respect to all amounts not paid within fifteen
(15) days after the sum has become due.
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5.9 FEE ADJUSTMENTS
SUTIC and STA may increase the fees set forth herein annually as of January 1,
by the percentage amount indicated by the annual change in the Consumer Price
Index, for urban wage earners and clerical workers for the local area 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 a
minimum of 2% per annum, of the then current fees being charged, whichever
amount is greater.
SUTIC, STA AND CUSTOMER.... hereby agree to the following service level:
1. SUTIC and STA will provide CUSTOMER title plant, image and tax system
access. This access will be available through their existing WAN. This
will provide the CUSTOMER with the ability to request and retrieve
their chain of title, images and taxes from a single workstation.
Total integration of these systems will be completed by December,
1999.
2. CUSTOMER will provide SUTIC and STA with the names of the technical
personnel who will be responsible for the maintenance and training at
the CUSTOMER"S site.
6. OWNERSHIP RIGHTS AND RESTRICTIONS
6.1 RESTRICTIONS
CUSTOMER agrees that all of the information contained in the Title Plant,
Document Image Database, Tax Database, Arb Maps and other information provided
by SUTIC or STA are for CUSTOMER'S use only in its title insurance or title
agency business by those of its employees engaged in such line of business.
6.2 OWNERSHIP RIGHTS
SUTIC and STA own the information contained in the Title Plant Information
System. Nothing in this Agreement restricts SUTIC and STA from using the
information provided hereunder for any purpose or granting access thereto to any
other person. Equipment provided by SUTIC or STA, if any, remains the property
of SUTIC or STA as the case may be. All systems, programs, documentation and
databases (including without limitation, compression, storage, and retrieval
techniques and formats and any enhancements made thereto), are and will remain
the property of SUTIC and STA, or if applicable, their suppliers. SUTIC supplied
software is licensed to CUSTOMER subject to the terms and conditions set forth
in "B".
6.3 PROPRIETARY INFORMATION
CUSTOMER agrees that all SUTIC and STA supplied software, manuals and
documentation provided as part of this service are proprietary and confidential
information of SUTIC and STA or their suppliers. CUSTOMER will permit only its
employees or authorized representatives to have access to such material.
CUSTOMER further agrees to not make copies of such manuals, documentation, or
agreements, attachments, and exhibits. CUSTOMER or authorized user will return
all SUTIC and STA property upon termination or expiration of this Agreement.
7. LIABILITY
7.1 WARRANTY EXCLUSION AND LIMITATION OF DAMAGE
NEITHER SUTIC OR STA NOR ITS SUPPLIERS MAKE ANY WARRANTIES OR REPRESENTATIONS,
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE SYSTEM, DOCUMENT IMAGES OR
OTHER INFORMATION IN THE SYSTEM OR THEIR ACCURACY OR COMPLETENESS. CUSTOMER
agrees that in no event will SUTIC or STA or its suppliers be liable for any
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lost profits or for any special, consequential or exemplary damages, even if
SUTIC or STA has been advised of the possibility of such damages.
7.2 DISCLAIMER OF LIABILITIES
SUTIC, STA and CUSTOMER agree that no other person, firm or corporation not a
party to this Agreement acquires any rights under this Agreement. SUTIC, STA and
CUSTOMER also agree that neither SUTIC, STA nor their suppliers assume any
liability and will not be held liable (a) to CUSTOMER, or (b) to customers of
CUSTOMER, or (c) to insureds of CUSTOMER, or (d) to any persons to whom CUSTOMER
may furnish any title policy, binder, guarantee, endorsement or other title
assurance, or any report or title information, in each case by reason of any
error, defect or omission, or assertion thereof, (1) in SUTIC or STA'S System or
procedures or (2) in any Title Plant Report. Tax Report, Document Image or other
information furnished to CUSTOMER by SUTIC or STA.
7.3 INDEMNITY
CUSTOMER will indemnify, defend and hold harmless SUTIC and STA, its affiliates
and its suppliers, and their respective directors, officers, employees and
agents (the "Indemnified Parties"), against and in respect to any and all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries, and deficiencies (including but not limited to investigatory costs
and reasonable attorneys' fees) 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: (a) the inaccuracy of any representation made by CUSTOMER; (b)
CUSTOMER'S breach of, or failure to perform, any of its warranties, covenants,
promises, or obligations arising under this Agreement; (c) CUSTOMER'S violation
of any Federal or State law, statute, or regulation; or (d) a claim or assertion
by any person (including but not limited to customers of CUSTOMER) that either
SUTIC or STA or any of its suppliers has any responsibility or liability arising
from or related to the information, services or Document Images provided by
SUTIC or STA through its System. With the written approval of SUTIC and STA,
CUSTOMER , at its own cost, may (i) provide for the defense of SUTIC or STA in
any action or litigation based upon or involving the claim or assertion and (ii)
pursue such litigation to final determination. CUSTOMER will have the right,
whether or not any action or litigation results, to compromise or settle the
claim on behalf of SUTIC and STA, but at the sole cost of CUSTOMER and with
notice to SUTIC and STA.
7.4 REPRESENTATIONS
CUSTOMER hereby represents and warrants to SUTIC and STA that: (a) neither its
execution of this Agreement nor its performance under this Agreement will be a
violation of any other agreement, judgment or order; and (b) it has investigated
SUTIC'S and STA'S System and maintenance procedures and found them to be
satisfactory for CUSTOMER'S business purposes.
8. TERM
8.1 INITIAL TERM
The term of this agreement shall commence on 6/1/1999 and shall continue for a
60 month period thereafter. Installation and parallel testing to begin 5/15/99.
8.2 RENEWAL TERM
CUSTOMER shall have the option of renewing this Agreement by notifying STA and
SUTIC of its intention to do so at least 90 days prior to the end of the then
current term.
9. SYSTEMS CHANGES
SUTIC and STA may in the future develop or acquire enhancements to the System,
including new hardware requirements and software, but is not obligated to do so.
SUTIC and STA will own all enhancements made by it even if an enhancement was
made at the request, suggestion or expense of CUSTOMER. In the event such
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enhancements materially affect the basic service to CUSTOMER, SUTICAND STA agree
to notify CUSTOMER prior to implementation.
10. COMPLIANCE WITH LAWS AND REGULATIONS
CUSTOMER agrees to use the Document Images or other information received from
STA and SUTIC in compliance with all applicable State and Federal laws and
regulations, including the Fair Credit Reporting Act (U.S.C.A. title 15, Chapter
41, Subchapter III).
11. DEFAULT
11.1 TERMINATION ON DEFAULT
If either party does not faithfully perform, or fails to perform, any of its
obligations under this Agreement and does not cure that default within thirty
(30) days after receipt of written notice specifying the default, then this
Agreement may be terminated by the party not in default.
11.2 REMEDIES
In the event that CUSTOMER discovers an error, defect or omission in any Title
Plant Report, Tax Report, Document Image or other information, SUTIC'S and STA'S
sole obligation, and CUSTOMER'S exclusive remedy with respect thereto, is to
make the necessary correction to the affected database and replace the report or
image with a duplicate of the applicable report or document. In the case of a
document the replacement will be made if a better image is available from the
source thereof (for example, for a recorded document, in the official records of
the Recorder). In the event of default in payment, SUTIC or STA MAY, UPON 15
days written notice to CUSTOMER, suspend the CUSTOMER'S access to the System or
the performance of other services without liability. Except as otherwise
provided, any right of termination or suspension of service is in addition to
any other remedy provided by law or equity.
11.3 NONWAIVER
Failure by either party to take action with respect to any breach of this
Agreement will not be construed as a waiver of the breach or any subsequent
breach of the same or any other provision of this Agreement. Either party may at
any time act upon any breach in accordance with applicable provisions of this
Agreement OR AS ALLOWED BY LAW.
12. MISCELLANEOUS
12.1 EXCUSED PERFORMANCE
Neither SUTIC or STA will be liable for delay in delivery or performance, and is
excused from any failure to deliver or perform, due to causes beyond its
reasonable control. Such causes may include acts of nature, governmental
actions, fire, labor difficulty, shortages, civil disturbances, transportation
problems, interruptions of power or communications, failure of SUTIC or STA'S
suppliers or subcontractors, or natural disasters. In particular, CUSTOMER
agrees that SUTIC and STA will incur no liability to CUSTOMER in the event of
damage or destruction to the System or any part of the System from any cause
whatsoever. Neither SUTIC or STA will be required to reconstitute or reconstruct
the then existing System if it is damaged or destroyed from any cause
whatsoever. SUTIC and STA do, however, covenant and agree that they it will use
their best efforts to devise and implement reasonable and adequate security
measures to reduce the risk of damage or destruction of the System or other
interruptions of the use of the System, all in accordance with reasonable
prudent business practice.
12.2 ASSIGNMENT OR TRANSFER
(a) NONASSIGNABLE:
This Agreement cannot be assigned, in whole or in part, by CUSTOMER without the
prior written consent of SUTIC and STA, which consent shall not be unreasonably
withheld.
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(b) OTHER TRANSFERS:
If CUSTOMER'S rights and benefits in this Agreement are transferred in whole or
in part by involuntary method, or by operation of law, or by merger, SUTIC and
STA will have the right to terminate this Agreement if the result is not
satisfactory to SUTIC or STA. The obligations of CUSTOMER, including
restrictions on use of title plant, tax and document images, will continue with
any entity which is the survivor of CUSTOMER by reorganization, merger, or
acquisition.
(c) BANKRUPTCY OF CUSTOMER:
Notwithstanding the definite term of this Agreement, it will automatically
terminate 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 creditors by CUSTOMER of its assets is made.
(d) ASSIGNMENT BY SUTIC OR STA:
SUTIC or STA will have the right, without CUSTOMER'S consent, to assign this
Agreement to any affiliate of SUTIC or STA , to a corporation with which it may
merge or consolidate, or to a purchaser of substantially all of SUTIC.S or STA'S
assets related to the line of business to which this Agreement pertains.
12.3 BENEFIT OF THE AGREEMENT
This Agreement will be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assignees.
12.4 NO THIRD PARTY BENEFICIARIES
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 any party hereunder.
12.5 HEADINGS
The headings used in this Agreement are for convenience only, will not be deemed
to limit, characterize or in any way affect the provisions of this Agreement.
12.6 CONSTRUCTION AND PERFORMANCE
This Agreement will not be construed against the party preparing it, but will be
construed as if all parties prepared this Agreement. The heading of each
numbered paragraph are to assist in reference only and are not to be used in the
interpretation of the paragraphs.
12.7 SAVINGS CLAUSE
If any one or more of the provisions of this Agreement, or its application to
any person or circumstance is to any extent adjudged invalid, unenforceable,
void or voidable for any reason by a court of competent jurisdiction, each and
all of the remaining provisions of this Agreement and their application to other
persons or circumstances will not be affected and will be valid and enforceable
to the fullest extent permitted by law.
12.8 SURVIVAL
Following the expiration or termination of this Agreement, whether by its terms,
operation of law or otherwise, any provision regarding ownership rights,
restrictions on use, liability, warranty exclusion, indemnification and monies
owed and any provision 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
will survive such expiration or termination.
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12.9 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, representations, and understanding of the parties pertaining
thereto. No supplement, modification or amendment of this Agreement will be
binding unless executed in writing by the parties. No waiver will be binding
unless executed in writing by the party making the waiver.
12.10 COUNTERPART EXECUTION
This Agreement may be executed simultaneously in two or more counterparts, each
of which will be deemed an original but which together will constitute one and
the same instrument.
12.11 GOVERNING LAW
This Agreement shall be construed and enforced in accordance with the laws of
the State of Arizona. Any dispute between parties arising out of or related to
this agreement shall be resolved by arbitration in accordance with the
Commercial Arbitration Rules of the American Association unless expressly
prohibited by state or federal laws before resorting to court action. The
decision and award of the arbitrators shall be final and binding and the award
so rendered may be entered in any court having jurisdiction of the matter. All
fees and expenses of the arbitrator(s) and all other expenses of the arbitration
shall be borne by the parties to such arbitration in the manner determined by
the arbitrator(s). The prevailing party in any court action for enforcement of
this agreement shall be entitled to its costs and reasonable attorney's fees.
12.12 EXHIBITS
The Exhibits attached to this Agreement are incorporated herein by reference as
if set forth in full.
12.13 NOTICES
(a) METHODS AND ADDRESS:
All written notices permitted or required to be given under this Agreement may
be delivered personally or by reputable overnight courier to the office of each
of the parties, or mailed to the office of each party by Registered or Certified
United States Mail when addressed as set forth below its respective signature.
In addition, except for notices of default or termination, notices may be
delivered by facsimile or first class mail.
(b) CHANGES OF ADDRESS:
Either party may, by written notice to the other sent in the manner set forth
above, or via first class mail, change the address to which its notices are to
be sent.
(c) EFFECTIVE DATE:
Notices will be deemed communicated on the date delivered, if delivered
personally or by courier, and on the third business day after mailing, if
mailed.
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The parties have executed this Agreement as of the date first above written.
SECURITY UNION TITLE INSURANCE COMPANY
BY:
------------------------------------
Authorized Signature
------------------------------------
Name (prints or type)
------------------------------------
Title
Notice Address: 000 Xxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xx. 00000
Attn.: Xxxxxx Xxxxxxx, Arizona Area Manager
SECURITY TITLE AGENCY
BY:
------------------------------------
Authorized Signature
------------------------------------
Name (print or type)
------------------------------------
Title
Notice Address: 0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, Xx. 00000
Attn: Xxxxxx X Xxxxxxx, Senior Vice President
CAPITAL TITLE AGENCY INC.
By:
------------------------------------
Authorized Signature
------------------------------------
Name (print or type)
------------------------------------
Title
Notice Address:
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EXHIBIT "A"
ACCESS AND SERVICE FEES
SUTIC and STA will authorize CUSTOMER access to their Maricopa County Title
Plant, Image and Tax Databases under the following pricing schedule:
SCHEDULE I
The base fee covers the opening of up to 2,000 orders per month and covers
access to the STA TITLE PLANT, the SUTIC DOCUMENT IMAGE DATABASE AND THE
SUTIC TAX SYSTEM Base Fee------------------------------$15,000.00 per month
Additional orders over 2,000 per month-------------- $3.00 per order opened
SCHEDULE II
Should customers order count drop below 1,800 orders opened per month for 3
consecutive months then customers order base will drop to 1,500 and the
base fee will be adjusted to: Base Fee-----------------$12,500.00 per month
Additional orders over 1,500 per month-------------- $5.00 per order opened
Once customer has returned to the estimated 2,000 orders per month then
schedule I will apply.
STARTERS
Stored Starters (To be determined)
EQUIPMENT
Specifications on equipment and assistance to integrate the SUTIC/STA
software with Customers LAN/WAN will be provided. Any equipment cost or
communication line charges will be the responsibility of CUSTOMER.
NETWORK SUPPORT CHARGE $400.00 per month per site
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EXHIBIT "B"
SOFTWARE LICENSE TERMS
Attached to and made a part of that certain Agreement dated June 1, 1999 by and
between SECURIT UNION TITLE INSURANCE COMPANY ("SUTIC"),a California
corporation, and CAPITAL TITLE AGENCY, an Arizona corporation an Arizona
corporation ("CUSTOMER").
1. CERTAIN DEFINITIONS
The "Product" means the software delivered by SUTIC to CUSTOMER, and all
enhancements thereto, for use to access Document Images or other information per
the Agreement to which this License is attached as an exhibit. Other defined
terms have the meanings set forth in the Agreement.
2. COPYRIGHT
The Product is owned or licensed by SUTIC or its suppliers. It is protected by
United States copyright laws and international treaty provisions.
3. CERTAIN RIGHTS
This License grants CUSTOMER the right to use the Product during the Term of the
Agreement on any personal computer or workstation provided by SUTIC or which
meets SUTIC'S specifications solely for the purpose of accessing Document
Images. At the expiration or termination of the Agreement, CUSTOMER will remove
all copies of the Product from its computers and any storage media.
4. BACKUP COPIES
CUSTOMER may make one copy of the Product software for backup purposes, Written
documentation may not be copied or distributed to others.
5. CERTAIN RESTRICTIONS
CUSTOMER may not disclose or transfer the Product except in connection with a
permitted transfer of the Agreement. CUSTOMER may not reverse engineer,
decompile. disassemble, copy or create a derivative work of the Product contrary
to this License or applicable law.
6. LIMITED WARRANTY/LIMITATION OF LIABILITY
The Product is licensed "AS IS" and the exclusions, limitations, disclaimers,
and indemnities in paragraph 7 of the Agreement include the Product as part of
the System.
7. U. S. GOVERNMENT RESTRICTED RIGHTS
The Product and related materials are provided with RESTRICTED RIGHTS. Use,
duplication or disclosure by the Government is subject to restrictions as set
forth in subparagraph (c)(1)(ii) of the Rights of Technical Data and Computer
Software clause at DFARS 252.227-7013 or (c)(1) and (2) of the Commercial
Computer Software--Restricted Rights clause at 48 CFR 52.227o 19 as applicable.
Contractor/manufacturer is Chicago Title and Trust Company and or its affiliated
companies at the address set forth in the Agreement.
SECURITY UNION TITLE INSURANCE CAPITAL TITLE AGENCY
COMPANY
By: By:
---------------------------------- -------------------------------------
Name: Name:
-------------------------------- -----------------------------------
(Print) (Print)
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