ISSUING UNDERWRITING AGREEMENT
This Issuing Underwriting Agreement ("Agreement") is made and entered into this
1st day of April, 1998 by and between CHICAGO TITLE INSURANCE COMPANY hereafter
referred to as "Principal" and CAPITAL TITLE AGENCY, hereafter referred to as
"Title Company".
In consideration of the promises and the mutual covenants herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Principal and Title Company agree as follows:
1. APPOINTMENT OF TITLE COMPANY. Principal hereby appoints Title Company as a
policy issuing Title Company of Principal for the sole purpose of issuing
title insurance commitments, policies, endorsements and other title
assurances approved by Principal and by all required regulatory agencies,
now in existence or hereafter developed, relating to real property located
in the county of San Diego, in the state of California in accordance with
the terms of this Agreement. During the term of this Agreement, Title
Company shall have the right to issue title insurance commitments, policies
and endorsements of any title insurance company in the referenced
geographic area.
Notwithstanding the foregoing, pertaining to the referenced geographic
area, Principal and its affiliates shall have, and do retain, the right to
service directly any customer, and Principal or its affiliates may, without
limitation, do any of the following:
(i) issue directly, from any of its offices, or from any location
nationwide, commitments, policies, endorsements, or any other title
assurance or evidence, search or real estate information product, or
any other product whatsoever, now in existence or hereafter developed
(all of the foregoing are hereafter collectively referred to as
"Information");
(ii) purchase or otherwise obtain from any source any search data or
Information.
2. AGREEMENT TERM. The term of this Agreement shall be three (3) years,
commencing on 4/1/98. Unless either party gives written notice to the other
of its election to terminate this Agreement at least sixty (60) days prior
to the expiration of the then current term, this Agreement shall be
automatically extended for additional terms of three (3) years each.
3. DUTIES OF PRINCIPAL. Principal shall:
A. Furnish Title Company forms of commitments, policies, endorsements and
other forms required for transacting Title Company's title insurance
business.
B. Furnish Title Company guidelines and instructions for transacting
Title Company's title insurance business.
C. Determine all risk assumption questions submitted by Title Company.
D. Arrange for reinsurance where required, to the extent such reinsurance
is available.
4. DUTIES OF TITLE COMPANY. Title Company shall:
A. Receive and process applications for title insurance in a timely,
prudent and ethical manner with due regard to recognized title
insurance underwriting practices and in accordance with Principal's
bulletins, manuals and other instructions of Principal.
B. Base each policy issued on behalf of Principal upon a determination of
insurability of title which includes
(i) a search from earliest public records or in accordance with
Principal's written instructions; and (ii) an examination of all
documents affecting title to the subject property.
C. Supply, at Title Company's expense, office space and qualified
personnel for conducting business.
D. Prepare, preserve and maintain in Title Company's possession a
separate file for each application for title insurance containing all
documents upon which Title Company relied to make its determination of
insurability, including, but not limited to: affidavits, maps, plats,
lien waivers, surveys, title reports, searches, examinations, and work
sheets, together with a copy of each commitment, policy, endorsement
and other title assurance issued as well as closing statements,
disbursement worksheets, copies of all checks disbursed and receipted,
deposit slips, escrow agreements and any other instruments or
documents executed or created at Closing.
Upon termination of this Agreement, Title Company shall deliver such
files to Principal, which files may not be copied by Title Company
without the written consent of Principal. Title Company hereby grants
to Principal the right to enter upon the premises of Title Company or
other locations where such files are maintained, during business
hours, for purposes of recovering possession thereof.
In the event Title Company ceases to engage in the title insurance
business, title to such files shall vest in Principal, and Title
Company shall deliver said files to Principal immediately upon
termination of this Contact. Title Company hereby grants to Principal
the right to enter upon the premises of Title Company or other
locations where such said files are maintained, during business hours,
for purposes of recovering possession thereof.
In the event Title Company sells, transfer or conveys its title
insurance operations or any interest therein to a third party,
Principal shall have the right to copy such files, and the right to
copy shall survive any sale, transfer or encumbrance of Title
Company's title insurance operations or an interest therein. Title
Company hereby grants to Principal the right to enter upon the
premises of Title Company or other locations where said title files
are maintained, during business hours, for purposes of making a
reproduction thereof.
E. Send to Principal a voucher containing information regarding each
policy, endorsement and other title assurance issued by Title Company,
as instructed by Principal. Or send to Principal information regarding
each policy, endorsement and other title assurance issued by Title
Company, in magnetic or electronic format, as instructed by Principal.
F. Maintain a policy register in a form approved by Principal showing the
disposition of all policies and other pre-numbered forms furnished by
Principal. Upon request by Principal, Title Company shall furnish a
statement accounting for all such forms and shall return all spoiled,
obsolete or canceled policies and forms to Principal. Title Company
shall safely maintain and store all forms furnished by Principal and
hereby assumes liability for loss or damage suffered by Principal by
reason of Title Company's wrongful or negligent use or storage of such
forms.
G. Provide Principal quarterly, copies of quarterly financial statements
of the Title Company and an updated Information Affidavit, such
financial statements to be kept confidential by Principal.
H. Perform such services and render such assistance as Principal may
reasonably request in connection with any claim or litigation arising
from a commitment, policy, endorsement or other title assurance issued
by Title Company or by Principal on behalf of Title Company or on
account of any conduct of Title Company, whether such claim or
litigation is instituted during the term of this Agreement or
following termination thereof. In addition, Title Company shall
promptly forward to Principal:
(i) all documents received by Title Company in which Principal is a
party to judicial proceedings;
(ii) all written complaints or inquiries made to any regulatory Title
Company regarding transactions involving title insurance
policies, endorsements, commitments or other title assurances of
Principal;
(iii)any information alleging a claim involving a policy, commitment,
endorsement or other title assurance of Principal or a
transaction for which Principal may be liable; and
(iv) all original documentation and work papers associated with the
transaction or conduct giving rise to any claim or complaint.
I. In those instances where Title Company closes real estate
transactions and receives and disburses funds of others, Title
Company shall:
(i) maintain said funds safely in accounts fully insured by an
agency of the Federal Government and in accordance with
applicable state laws;
(ii) maintain separate from Title Company's personal or operating
accounts all funds received by Title Company from any source
in connection with transaction(s) in which Principal's title
insurance is involved;
(iii)disburse such funds only for the purposes for which they
were entrusted;
(iv) maintain an escrow ledger for each title insurance order
involving fiduciary funds, which ledger shall separately
reflect the escrow activity for each order;
(v) maintain a control account showing total fiduciary liability
for each escrow bank account; and
(vi) reconcile monthly the control account and ledger records to
the monthly bank statement.
Principal shall have the right to examine, audit and approve
Title Company's accounting procedures to assure compliance
with Principal's Escrow Accounting Manual, a copy of which
is being delivered to Title Company simultaneously with the
execution of this Agreement.
J. Comply with all applicable laws and regulations relating to the
conduct of Title Company's business. Said violation, may, by the sole
discretion of Principal, be considered a breach of this Agreement.
K. Comply with all bulletins, manuals and other instructions furnished to
Title Company in writing, by facsimile or other electronic
transmission by Principal. If any reasonable doubt exists with regard
to the insurability or marketability of title or as to whether a
particular risk is extra-ordinary or extra-hazardous, Title Company
shall contact Principal or Principal's designated underwriting counsel
for guidance and approval.
L. The parties hereto acknowledge that Title Company is not a Title
Company of Principal for purposes of conducting a Closing, as defined
in Paragraph 7H hereof; however, because Principal may be subject to
allegations of liability for acts of Title Company with regard to
Title Company's settlement or escrow business, Title Company shall
cooperate with Principal in the performance of audits of Title
Company's escrow records, accounts and procedures. In addition, Title
Company agrees to provide to Principal, within thirty (30) days
following receipt, a copy of any audit conducted by any accounting
firm with respect to Title Company's escrow records, accounts or
procedures.
M. Timely furnish the insured with a title insurance policy and other
title assurances Title Company is obligated to issue.
N. Maintain in confidence the terms and conditions of this Agreement.
5. RATES AND REMITTANCES. Attached hereto and made a part hereof is a Schedule
of Rates and Remittances. Title Company shall quote, charge and collect the
Rates set forth therein and shall report and remit to Principal premiums as
set forth therein.
6. INSURANCE. Title Company shall immediately obtain and keep in full force,
at Title Company's expense, during the term of this Agreement
(i) Title Insurance, Errors and Omissions Policy with opinion of title
coverage, with an insurance company acceptable to Principal in a sum
of not less than $1,000,000 . (ii) Fidelity Insurance. Title Company
is responsible to meet the requirement of the California Department of
Insurance Section Code 12340.8. Title Company accepts option below:
a.) Title Company shall obtain and maintain a fidelity bond or
insurance policy, satisfactory to Principal in accordance with
and agreeing to the option provided for in Section 12389.6 (1) of
the Insurance Code of the State of California that covers losses
caused by misappropriation, disappearance, or other wrongful use
of escrow funds deposited with Title Company. The face amount of
the fidelity bond or insurance policy shall be at least 10 times
the Title Company's required minimum net worth under subdivision
(a) of Section 12389 of the Code. The bond or insurance policy
shall name Principal as an additional insured, co-insured, or
joint-loss payee. The bond or insurance policy may not exclude
coverage due to act omissions of any officer, director, employee,
or principal of Title Company. In the event of cancellation or
nonrenewal of the bond or insurance policy, Principal shall be
given advance written notice by the underwriter of the bond or
insurance policy. Title Company shall submit a copy of the bond
or the insurance policy to Principal within 14 days of the
effective date of the Agreement.
Accept: _____________________________ Date: ____________________
b) Title Company agrees to adopt as internal operating policy
account review processes and oversight, and internal control
guidelines, in electronic or other medium, drafted by the
California Land Title Association's Account Review Processes
and Oversight and Internal Control Guidelines, the American
Land Title Association Insurance Companies, Agencies and
Approved Attorneys, and Employee Affidavit, as defined in
Section 12340.8, and approved by the commissioner. The Title
Company further agrees to pay an annual audit fee of
$4,000.00 due December 31 of each year this underwriting
agreement is in effect.
Accept: _____________________________ Date: ____________________
Title Company agrees to furnish Principal annually with a
copy of such policies and any renewals thereof and any other
evidence that Principal may deem necessary to demonstrate
compliance with this provision. Title Company hereby assigns
to Principal, Principal's legal representatives and assigns,
all sums claims, demands and causes of action of whatsoever
kind, that Title Company may have against Title Company's
Errors and Omissions insurance company and against Title
Company's Fidelity insurance company, in connection with all
claims arising out of the actions of Title Company, its
employees, independent contractors, and subcontractors which
fall within the scope of Paragraph 6 hereof.
7. LIMITATIONS ON TITLE COMPANY'S AUTHORITY. Title Company shall not, without
prior written approval of Principal:
A. Commit Principal to a risk in excess of $1,000,000.00. This limit
shall include commitment, policy, endorsement and/or other title
assurance immediately being issued.
B. Commit Principal to insure a title involving a risk in excess of
$500,000.00 determined to be extra-ordinary or extra-hazardous,
including Mechanics Liens.
C. Alter the printed language of any commitment, policy, endorsement or
other form furnished by Principal, or commit Principal to any
particular interpretation of the terms or provisions thereof or issue
any policy, endorsement or other title assurance which has not been
approved for use by all required state regulatory agencies and by
Principal.
D. Adjust or otherwise settle or attempt to settle any claim for loss for
which Principal may become liable or engage counsel to represent
Principal or the insured.
E. Accept service of process on Principal. Title Company shall
immediately notify Principal of any attempted service of process upon
Title Company for Principal. Title Company shall also immediately
notify Principal of any matter that is or may become a claim against
Principal of which Title Company has knowledge.
F. Incur bills or debts chargeable to Principal.
G. Commit Principal to a risk with respect to a transaction in which
Title Company, or an employee of Title Company, a member of Title
Company's or employee's immediate family, has or will have a legal or
an equitable interest, without Principals written approval.
H. Handle escrow funds or conduct a Closing, as hereafter defined, of a
transaction in which Title Company, a member of Title Company's
immediate family, Title Company's employee, or a member of Title
Company's employee's immediate family has or will have a legal or an
equitable interest, without Principals written approval. The term
"Closing" as used in this Agreement shall mean: the handling and
disbursement of settlement funds or the providing of settlement
services.
I. Insure or commit to insure any property for an amount other than the
fair market value of the estate or interest to be insured or the
amount of the mortgage or portion thereof and other indebtedness
secured thereby to be insured.
J. Neither Title Company nor any Affiliated Attorney of Title Company
will represent any insured as against the interests of Principal. The
term "Affiliated Attorney" as used herein shall mean any attorney who
is an employee, associate, member, shareholder, or partner of Title
Company or any law firm that owns any legal or beneficial interest in
Title Company.
K. State or imply in advertising, business promotion material or
otherwise, the existence of any relationship or affiliation between
Principal and Title Company other than that Title Company is an
underwritten Title Company authorized to issue policies of Principal.
8. LIABILITY OF TITLE COMPANY. Principal and Title Company shall be
responsible for and promptly pay losses as follows:
A. Principal shall be responsible for all losses, including costs and
attorneys' fees caused by claims arising out of assurances of the
Principal issued by Title Company except for losses described in
paragraph 8.B. which is the responsibility of the Title Company;
B. Title Company shall be responsible for all loss, cost or damage,
including attorneys' fees caused by:
i. Deliberate failure of Title Company to comply with the terms of
this Agreement or with the rules, regulations or instructions
given to Title Company by Principal.
ii. The escrow or closing operations of Title Company.
iii. Fraud, dishonesty or defalcation of an employee, officer,
director or Title Company of Title Company.
iv. Any act or failure to act of an employee, officer or attorney of
Title Company which results in Principal being liable for bad
faith, unfair claim practices or punitive damages.
C. Title Company shall be liable to Principal for the first five thousand
dollars ($5,000.00) on each claim for losses, costs, or damages,
including attorneys' fees, caused by:
i. Errors or omissions in Title Company's abstracting or examining
of title or failure of any title assurance to accurately reflect
the correct description of real property involved or record title
thereto.
ii. Errors or omissions which are disclosed by the application, the
examiner's report or which were known to Title Company or in the
exercise of due diligence should have been known to Title
Company.
iii. Issuance of a policy where the chain of title included an
uninsured, unescrowed, or gift deed which is subsequently
asserted to be a forgery unless submitted and approved in writing
by Principal.
Any violation of the terms contained above will be considered a breach
of this Agreement.
9. TERMINATION OF ISSUING AGREEMENT. Notwithstanding anything the contrary
herein, this Agreement may be terminated in the event any one of the
following events of default should occur:
A. Title Company fails to report policies or remit premiums in accordance
with the provisions hereof said default continues for the applicable
cure period;
B. Title Company materially deviates from the guidelines, instructions or
escrow accounting standards of Principal furnished to Title Company;
C. Either party hereto fails to perform any of the other material
provisions, covenants or conditions of this Agreement on its part to
be performed; D. A petition under the United States Bankruptcy Code is
filed by or against either party hereto;
E. A supervisor, conservator or receiver is appointed for either party
hereto or for substantially all of the assets of said party;
F. Title Company ceases to engage in the abstract and title insurance
Title Company business or Title Company's license to engage in the
abstract and title insurance business is revoked or suspended;
G. There is a change in the senior management of Title Company, and Title
Company fails to secure prior written approval of Principal;
H. There is a change of more than 10% of the ownership of the Title
Company, and Title Company fails to secure prior written approval of
Principal;
I. The loss ratio during any calendar year, as herein defined, arising
from policies issued by Title Company, equals or exceeds seventy
percent (70%);
J. Title Company defaults in any of the terms of that certain Agreement
between Title Company and Principal dated 4/1/98;
Upon the occurrence of an event of default, the non-defaulting party
may terminate this Agreement, upon the expiration of thirty (30) days
from the date of written notice of default to the defaulting party and
the defaulting party's failure to cure. Notwithstanding the foregoing,
upon the occurrence of an event of default as described in Paragraph
9D or 9E, this Agreement shall automatically terminate without notice;
upon the occurrence of an event of default as described in Paragraph
9B, 9F or 11, this Agreement may be terminated by Principal
immediately upon delivery of written notice to Title Company.
Upon expiration or termination of this Agreement, Title Company shall
immediately furnish to Principal a true, correct and complete
accounting of all remittances due hereunder, all orders involving
Principal's title assurances which have not closed, all orders
involving Principal's title assurances which have closed but for which
no policy has been issued and all commitments, policies, endorsements
and other title assurances of Principal which have been issued but not
reported to Principal. Title Company shall also provide Principal
access to all forms and all files relating to commitments, policies
and other title assurances of Principal. Title Company shall promptly
make and accounting of and deliver to Principal all unused title
insurance forms, manuals, advertising, promotional materials, other
supplies exhibiting Principal's name or any variation thereof and all
other supplies furnished by Principal to Title Company, except those
which Principal authorizes Title Company to retain for purposes of
completing pending transactions.
10. EXAMINATION OF RECORDS. Title Company agrees to provide to Principal access
for examination purposes at any reasonable time or times to all files,
books and accounts and other records of Title Company relating to the
business carried on hereunder and relating to the Closing of transactions
involving a commitment to issue Principal's title assurances. Such right of
examination may also be exercised after termination of this Agreement.
11. SHORTAGE OF FUNDS. In the event a shortage is revealed or discovered in
Title Company's accounts of funds entrusted to Title Company by others or
in the remittances due Principal hereunder, then Principal may declare
immediately due and payable any debts owed by Title Company, including any
funds for which Principal may be responsible or have a liability therefor
and Title Company grants to Principal a lien on all property of Title
Company as security for the repayment thereof. On demand by Principal,
Title Company shall immediately make good the shortage or convey and
deliver possession of such property to Principal. A conveyance of such
property shall not of itself relieve Title Company of further liability for
such shortage, but may be utilized to mitigate the liability of Title
Company therefor.
12. ADVERTISING. Title Company agrees that it will not use the trade name,
trade ▇▇▇▇ or any variation thereof of Principal or any of its subsidiaries
or affiliated entities on any of its advertising without the prior written
approval of Principal.
13. CLAIMS. If a policy claim is made to Title Company, if Title Company
receives notice of a potential claim, or if Title Company receives notice
of litigation which may result in a claim, Title Company shall,
immediately, by facsimile transmission or overnight mail, give notice of
same to Principal and shall lend all reasonable assistance, without charge
to Principal, in investigating, adjusting or contesting said claim. Title
Company is not authorized to act as or to provide counsel in connection
with said claim; however, Principal may seek Title Company's assistance in
the selection of counsel.
14. NOTICES. Except as otherwise specifically set forth in this Agreement, all
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given when delivered by hand
or when mailed first class postage prepaid, certified or registered mail,
return receipt requested:
If to Principal, to: Chicago Title Insurance Company
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to Title Company, to: Capital Title Agency
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
or to such other address or addresses as each of the parties may communicate in
writing to the other.
15. NON-WAIVER BY PRINCIPAL. The failure of Principal to enforce strictly the
performance by Title Company of any provision of this Agreement or to
exercise any right or remedy following from Title Company's breach of any
condition herein or the acceptance by Principal of any payment, remittance
or other performance during Title Company's failure to perform or during
Title Company's breach shall not be deemed a waiver by Principal of its
rights under this Agreement as written and shall not be construed to be an
amendment or modification of this Agreement as written.
16. ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Agreement sets forth the entire
understanding and agreement between the parties hereto with respect to the
subject matter hereof. No terms, conditions, or warranties, other than
those contained herein, and no amendments or modifications hereto shall be
valid unless made in writing and signed by the parties hereto. This
Agreement supersedes all prior understandings of any kind, whether written
or oral, with respect to the Agreement and the subject matter hereof.
17. ASSIGNMENT; BINDING EFFECT. This Agreement is not assignable by Title
Company except upon written consent of Principal. This Agreement is,
however, binding on and inures to the benefit of any corporate successor,
parent corporation, affiliate or wholly owned subsidiary of Principal. The
duties and obligations of Title Company and any signatory or guarantor
hereunder shall survive any merger, consolidation, dissolution or change in
ownership or structure of Title Company.
18. INVALID PROVISIONS. If any provision of this Agreement or the other
documents contemplated hereby is held to be illegal, invalid, or
unenforceable under present or future laws, such provisions shall be fully
severable; the appropriate documents shall be construed and enforced as if
such illegal, invalid or unenforceable provision had never comprised a part
hereof or thereto; and the remaining provisions hereof or thereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid, or unenforceable provision. There shall be added automatically as
a part hereof or thereto a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and still be legal,
valid and binding.
19. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
20. ATTORNEY'S FEES. COSTS. VENUE. If a legal action or other proceedings are
brought for the enforcement of this Agreement, or because of any alleged
dispute, breach, default or misrepresentation in connection with any of the
provisions of this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees, administrative costs and other costs
incurred in that action or proceeding in addition to any other relief to
which it may be entitled. in addition, in the event of a material breach by
Title Company, Principal shall be entitled to recover all costs and loss
associated with resolving the matter giving rise to said material breach.
Venue for any such proceeding shall be a location of Principal's choice.
21. OTHER AGREEMENTS VOID. It is expressly understood and agreed by and between
the parties hereto that this Agreement sets forth all the promises,
agreements, conditions and understandings between Principal and Title
Company with respect to this Agreement and the subject matter hereof.
Pertaining to such Agreement, there are no promises, agreements, conditions
or understandings, either oral or written, between them other than as are
herein set forth.
22. AGREEMENT. The terms and conditions of this Agreement shall apply only to
Principal named herein and shall not apply to any company now or hereafter
affiliated with Principal or with Principal's parent Chicago Title and
Trust Company.
IN WITNESS WHEREOF, this Agreement is executed this ____ day of ________, 199__.
CAPITAL TITLE AGENCY:
By:
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Its:
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CHICAGO TITLE INSURANCE COMPANY
By:
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Its:
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, INDIVIDUALLY
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, INDIVIDUALLY
RATES AND REMITTANCES SCHEDULE
THIS RATES AND REMITTANCES SCHEDULE attached to that Issuing Underwriting
Agreement ("Agreement") dated __________________ by and between Capital Title
Agency and Chicago Title Insurance Company.
1. RATES. Title Company shall quote, charge and collect the rates set forth in
the schedule provided to Title Company for the territory covered by this
Agreement. Principal reserves the right to revise said rates from time to
time upon written notice to Title Company.
2. TITLE COMPANY'S COMPENSATION AND PRINCIPAL'S REMITTANCES. Title Company
shall be entitled to compensation on all premium-generating polices,
commitments, endorsements and other title assurances which Title Company
issues on behalf of Principal. Title Company's compensation shall be the
rates and charges required herein to be collected, less the amounts
required herein to be remitted to Principal. Principal's compensation shall
be the amount herein required to be remitted by Title Company. Title
Company shall assume full responsibility for the collection of all premiums
due to Principal. Title Company agrees that Principal's share of premiums
collected shall be held in a separate account in trust for the benefit of
Principal.
All payments of Principal's share of the premium shall be mailed or
delivered to Principal at the following address: ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇ no later than sixty (60) days following the Effective Date, as
hereinafter defined, of the policy, commitment or endorsement. The
Effective Date of the policy or endorsement shall be the policy date set
forth in Schedule A of the title insurance policy.
Where Principal purchases reinsurance or excess coinsurance, a decision
which rests solely with Principal, the division of the rates as herein
provided shall be computed on the net amount remaining after deducting the
cost thereof. Title Company shall remit to Principal the cost of such
reinsurance or coinsurance.
For each policy and endorsement of Principal issued by Title Company
pursuant to this Agreement, Title Company agrees to report and remit nine
percent (9%) of the premiums collected pursuant to the Rate Provision
herein beginning _____________. Commencing ________ through
_______________, Title Company shall pay Principal ten percent (10%) of the
premiums collected pursuant to the Rate Provision herein.
Notwithstanding the foregoing, where orders for title insurance are
directed to Title Company by Principal or by any company affiliated with
Principal's parent, Chicago Title and Trust Company, the amount of the
premium to be reported and remitted to Principal shall be negotiated by
Principal and Title Company. Remittances to the Principal shall include a
referral fee of 30% of the negotiated premium in addition to the remittance
agreed upon in this agreement by Principal and Title Company.
This Rates and Remittances Schedule is executed to be effective
_____________________.
CAPITAL TITLE AGENCY:
By:
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Its:
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CHICAGO TITLE INSURANCE COMPANY
By:
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Its:
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, INDIVIDUALLY
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, INDIVIDUALLY