Sample Business Contracts

Flood Zone Determination Agreement - Factual Data Corp. and GE Capital Corp.

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This Agreement is made and entered into this ____ day of ______________ 1996 by
and between Factual Data Corp, 3665 JFK Parkway, Building 1, Fort Collins,
Colorado 80527 ("FD"), and GE Capital Corporation, 7125 W. Jefferson, Suite 460,
Lakewood, Colorado 80235 ("GECC").

WHEREAS, GECC is engaged in the business of providing flood zone determination
information (herein sometimes called "determinations") to lenders and others,
based on flood hazard boundary maps as published by the Federal Emergency
Management Agency from time to time.

WHEREAS, FD wishes to purchase flood zone determination information for its
designated customers (herein sometimes individually referred to as a "FD
Customer" and collectively as the "FD Customers") and to provide, as an agent of
GECC, flood zone determinations generated by GECC;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, GECC and FD agree:

1.       SERVICES

         1.1        GECC will provide upon request and receipt of an accurate
                    address or other sufficient description from FD or a FD
                    Customer a determination (sometimes herein called a "Basic
                    Determination") of the flood zone, community name, number
                    and status, panel-suffix, and map date, if applicable, with
                    respect to a property as designated by FD or a FD Customer
                    in accordance with the Flood Disaster Protection Act of 1973
                    and the Flood Insurance Reform Act of 1994. Such
                    determinations will be delivered by GECC in the same manner
                    submitted, either via facsimile or electronic transmission
                    (in a format agreed to by both parties at individual account
                    inception) unless other arrangements have been made. FD
                    shall be responsible for causing all FD Customers (who
                    utilize the flood zone determination services herein
                    described) to execute a GECC Flood Zone Determination
                    Agreement, in the form approved by GECC. A copy of the FD
                    Customer's executed GECC Flood Zone Determination Agreement
                    shall be provided by FD to GECC.

         1.2        GECC shall be responsible for the validity and accuracy of
                    all data transferred electronically by GECC to FD or a FD
                    Customer only at the time of such transfer. Any subsequent
                    manipulation of such data, or errors in storage or any other
                    change in such data shall be the sole responsibility and
                    liability of FD and the FD Customers.

         1.3        GECC shall use reasonable efforts not to disclose to any
                    third party any information it is provided by FD and the FD
                    Customers, without the written consent of FD. GECC shall
                    undertake reasonable precautions to preserve the
                    confidentiality of such information.

         1.4        GECC will act as processing center, including providing
                    system interfaces, issuance of flood determination
                    certificates and performing procedures related to life of
                    loan tracking responsibilities. As to the system interfaces,
                    GECC will provide data transmission, will receive
                    determination requests, and will generate a wholesale total
                    monthly account billing statement by FD Customer reflecting
                    the wholesale pricing for GECC services outlined in Addendum
                    A. FD will generate monthly billing for FD Customers based
                    on retail pricing determined by FD, and FD will be
                    responsible for management and collection of FD's accounts

         1.5        FD shall be responsible for all marketing of the flood zone
                    determination services to be provided hereunder, customer
                    service and for contract negotiations with FD Customers or

<PAGE>   2

                    prospective customers. As indicated above, FD shall be
                    responsible for causing all FD Customers utilizing the
                    services herein described to execute a GECC Flood Zone
                    Determination Agreement in the form approved by GECC. FD
                    shall be responsible for program implementation and training
                    of FD Customer personnel. FD shall not use any advertising
                    materials related to the flood zone determination services
                    (including both Basic Determination services and Life of
                    Loan services) not reviewed and approved by GECC. Any
                    advertising and promotional materials shall properly
                    identify GECC as the provider of the flood zone
                    determination services and shall be subject to review and
                    approval by GECC and herein provided.

         1.6        FD, in marketing or providing services to FD Customers or
                    prospective customers hereunder, agrees not to refer to GECC
                    or any affiliate of GECC (including specifically but without
                    limitation the General Electric Company) or use GECC's or
                    any affiliate's trademarks, tradenames, service marks or any
                    other identifying characteristics, without GECC's express
                    prior written consent which consent may be granted or
                    withheld by GECC in its sole discretion, except as follows:
                    FD shall be permitted to identify GECC to FD Customers as
                    the party providing Basic Determination or Life of Loan
                    Service, provided that in making such identification FD only
                    states the fact that GECC is providing the service. In the
                    event that GECC is identified as the party providing the
                    service, or if GECC shall otherwise grant consent to any
                    reference to GECC or an affiliate, the use shall be strictly
                    limited to identification of GECC as the provider of the
                    Basic Determination or Life of Loan Service, unless
                    otherwise agreed in writing by GECC. In the event of any use
                    by FD of GECC's or its affiliates' names, trademarks,
                    tradenames, service marks or any other identifying
                    characteristics, including any use for which prior written
                    consent is sought and obtained as herein provided, FD agrees
                    to indemnify, defend and hold harmless GECC from and against
                    any and all liability, loss, cost or expense arising out of
                    the use or reference to such name, trademark, tradename,
                    service mark or other identifying characteristic.


         2.1        A flood zone determination made by GECC pursuant to the
                    terms of this Agreement is exclusively for the benefit of
                    the identified third party FD Customer.

         2.2        FD acknowledges (and FD shall cause each of the FD Customers
                    to acknowledge) that a flood zone determination is based
                    upon (and limited to) an examination of the current Flood
                    Insurance Rate Maps and Flood Hazard Boundary Maps as
                    published by the Federal Emergency Management Agency as well
                    as other sources of information as required by federal law.
                    Any further or additional services to be performed must be
                    the subject of a separate agreement between FD and GECC.

         2.3        FD shall indemnify, defend and hold GECC harmless from any
                    errors in any information provided by FD to GECC. Said
                    indemnification is conditional upon the Lender/Client
                    providing accurate address/sufficient description
                    information to make an accurate determination.

         2.4        For purposes of this Agreement and notwithstanding anything
                    herein to the contrary (and subject to any other limitation
                    on liability herein contained, including the limitation on
                    liability provided in section 2.7 below), the maximum
                    liability of GECC hereunder shall be limited as follows: On
                    an uninsured flood loss, if the property and its
                    improvements were in a Special Flood Hazard Area at the time
                    of certification and GECC incorrectly certified to FD or a
                    FD Customer that the property was not in a Special Flood
                    Hazard Area, GECC's maximum liability is the lesser of the
                    maximum available insurance coverage under the National
                    Flood Insurance Program (NFIP) for the property

<PAGE>   3

                    improvements, or the amount that would have been paid for
                    flood damage to the property under the claim payable
                    pursuant to the Standard Flood Insurance Policy had a
                    Standard Flood Insurance Policy been in force at the time of
                    the flood damage covering the damaged or destroyed
                    building(s) and its contents.

         2.5        If any property was not in a Special Flood Hazard Area at
                    the time a flood zone determination is made by GECC (and
                    provided by GECC to FD or a FD Customer) which incorrectly
                    certifies that said property was in a Special Flood Zone
                    Hazard, FD and/or the FD Customer agrees to notify GECC of
                    the error within thirty (30) days following the date of
                    determination by the FD Customer that the error exists and
                    FD and/or FD Customer shall immediately request cancellation
                    of any flood insurance coverage with respect to the
                    property. Assuming that GECC has been properly notified and
                    such policy has been canceled within the time period herein
                    provided, GECC shall reimburse the FD Customer for an amount
                    equivalent to NFIP premiums actually paid during the period
                    following such incorrect certification, to the extent that
                    such premiums are not refunded by the flood insurance
                    carrier as a result of the cancellation of the flood
                    insurance coverage.

         2.6        The flood search information is intended solely for the
                    purpose of compliance with the Flood Disaster Protection Act
                    of 1973, and does not constitute an opinion by GECC as to
                    the advisability of securing flood insurance for the

         2.7        Should GECC incorrectly identify a property as not being in
                    a Special Flood Hazard Area and later, for whatever reason,
                    correct its certification identifying the property as being
                    in a Special Flood Hazard Area, and the applicable flood
                    hazard boundary maps as published by the Federal Emergency
                    Management Agency has not been revised in the interim,
                    GECC's liability shall be limited to the payment of the
                    first year's National Flood Insurance Program premium to the
                    FD Customer for coverage in the amount of the original loan

         2.8        The parties acknowledge that GECC's timeliness, accuracy,
                    service, quality, and level of expertise are important
                    elements of GECC's business practices (sometimes called
                    "Quality Improvement Process"). FD acknowledges and agrees
                    that it has also committed itself to the GECC "Quality
                    Improvement Process" and that FD will take such actions as
                    may from time to time be requested by GECC to conform to
                    those service standards as may be established by GECC.


         3.1        When a FD Customer orders a Life of Loan Service, GECC
                    agrees to provide both an initial determination of the
                    property flood status and to monitor for any map changes
                    that change the flood status of the property. GECC agrees to
                    provide direct to the FD Customer written notice of any map
                    changes that change the property's flood status from the
                    previous determination within 60 days after the effective
                    date that the new or revised map is provided to GECC. GECC
                    shall not notify the FD Customer if a new or revised map is
                    issued which does not change the property's flood status,
                    but the FD Customer shall have the right to order updated
                    certifications, at a cost of per updated certification as
                    indicated in Addendum A, for properties which do not
                    experience a change in status, which updates will indicate
                    the date of the most recently issued map. Life of Loan
                    Service may be transferred at no additional cost if the FD
                    Customer provides GECC with proper notification of the
                    properties to be transferred and the address of the entity
                    to whom future notices should be sent, and the transferee
                    agrees to be bound be section 3.2. hereof.

<PAGE>   4

         3.2        FD and/or the FD Customer agree to notify GECC in writing,
                    or in mutually acceptable electronic form, of all loans that
                    pay of which were covered by Life of Loan Service within one
                    year of the payoff date. If the FD Customer pays for the
                    Life of Loan Service and the loan does not fund, the FD
                    Customer shall be entitled to a refund of the difference
                    between the fee for Life of Loan Service and the fee for a
                    Basic Determination for up to 120 days after the
                    determination was made.


         4.1        When a FD Customer orders Ongoing Tracking, GECC shall
                    undertake to track the identified portfolio of loans for map
                    changes (herein called "Change Tracking") for a fee as set
                    forth on Addendum A. The tracking would commence with ninety
                    days following receipt by GECC of an electronic record of
                    the loans involved in a format acceptable to GECC. The loans
                    shall be tracked for future map changes by community number
                    and panel number. The obligation of GECC to continue to
                    track any loan for changes in the Change Tracking service
                    shall terminate as of the date of termination of this

         4.2        In the event a remapping and Life of Loan Service of a
                    property is ordered by a FD Customer for properties being
                    tracked under the Change Tracking service, the fee shall be
                    the amount indicated on Addendum A for a Remapped Property.


         5.1        The amount to be paid to GECC for each Life of Loan
                    Determination, Basic Determination, and other services
                    completed by GECC shall be the amounts indicated on Addendum
                    A. GECC shall issue invoices monthly for all work completed
                    during the previous month and FD agrees to pay invoices
                    within 30 days of receipt.

         5.2        Balances not paid when due shall be accessed interest at
                    the rate of 1% per month from the date due until the date
                    paid, and GECC may exclude the FD Customer from additional
                    services under this agreement until paid. Any interest
                    accessed shall be retained by GECC and no part thereof shall
                    be due or owing to FD. Any sales or other taxes required by
                    law shall be additional to the above fees.

         5.3        If a Basic Determination or Life of Loan Service is being
                    obtained with respect to a loan, and HMDA census tract
                    information is requested by the FD Customer with respect to
                    that loan, the amount indicated on Addendum A shall be paid
                    to GECC for a one-time specification of HMDA census tract
                    information for the property. The census tract information
                    shall be provided by GECC to the FD Customer in the same
                    format as the flood zone determination.

6.       TERM

         6.1        The initial term of this Agreement shall be for one (1)
                    year from the effective date and shall automatically renew
                    for successive one year period(s) unless written notice of
                    nonrenewel is given to either party at least 30 days prior
                    to any anniversary date.

         6.2        Either party may terminate this agreement immediately upon
                    written notice, if the other party is adjudicated a
                    bankrupt, files a voluntary petition in bankruptcy, is

<PAGE>   5

                    insolvent by a regulatory authority, or makes an assignment
                    for benefit of creditors and becomes unable to meet its
                    obligations in the normal course of business as they fall

         6.3        The Life of Loan tracking obligations of GECC contained in
                    Sections 2 and 3 shall survive cancellation of this
                    Agreement, provided the FD Customer has paid the agreed
                    fees. Any service, including Life of Loan tracking service,
                    may be terminated by GECC without further liability to FD or
                    any FD Customer in the event of the failure of the FD
                    Customer to pay fees due to GECC under the terms hereof.

         6.4        This Agreement may be terminated immediately by any party
                    if the other party defaults in the performance of a material
                    provision of this Agreement and such default continues for a
                    period of thirty (30) days after written notice to the
                    defaulting party stating the specific default.


         This Agreement shall be governed by and construed in accordance with
         the laws of the State of Colorado. In the event any portion of this
         Agreement shall be unenforceable under the laws of the State of
         Colorado, the remaining portion of this Agreement shall remain in

8.       NOTICES

         Any notices or communications required to be given hereunder shall be
         in writing and sent postage prepaid, certified mail, return receipt
         requested, or its equivalent to:

         Factual Data Corp                           General Electric
         3665 JFK Parkway, Building 1                Capital Corporation    
         Fort Collins, CO 80527                      7125 W. Jefferson, #460
                                                     Lakewood, CO 80235
         ATTN:                                       ATTN: Operations Manager

                                                     With a copy to:
                                                     General Electric
                                                     Capital Corporation
                                                     3001 Summer Street
                                                     Stamford, CT  06927
                                                     ATTN: General Counsel

         Any party may change its address for purposes of notices hereunder by
         written notice given to any party as herein provided.


         9.1        This Agreement shall be binding upon and inure to the
                    benefit of the parties hereto. GECC shall be entitled to
                    subcontract all or any part of the services to be performed
                    by GECC under the terms hereof.

<PAGE>   6

         9.2        Any time after the initial term of the agreement GECC shall
                    have the right to assign its rights and obligations to any
                    third party. GECC shall provide FD with 90 days prior
                    written notice of such assignment. Any time during such 90
                    day notice period FD shall have the right to terminate this
                    Agreement in which event, notwithstanding any other
                    provisions of this Agreement, neither party shall have any
                    further obligation to the other party under this Agreement.


         This Agreement constitutes the entire Agreement between the parties
         relating to the matters contained herein and supersedes all previous
         communications, representations or agreements, either oral or written,
         with respect to the subject matter hereof.


         In the event of any litigation involving this contract of the parties
         hereto with regard to the subject matter hereof, the prevailing party
         shall be entitled to reasonable costs and attorney's fees, including
         any cost of appeal.

IN WITNESS WHEREOF, the parties below have executed this Agreement as the date

GENERAL ELECTRIC                                FACTUAL DATA CORP

By: /s/ Fred Teifke                             By: /s/ Jerald H. Donnan
   Name: Fred Teifke                               Name: Jerald H. Donnan
   Title: National Marketing Manager               Title: President
<PAGE>   7

                                   ADDENDUM A


Life of Loan Services               per determination         $16.00

Basic Determination                 per determination          10.00

HMDA Census tract data              per loan                    1.00*

Ongoing Tracking                    per loan                     .05

Ongoing Tracking with
         Probability Scan           per loan                     .15

Life of Loan Service for a
         Remapped Property          per determination          10.00**

 * If provided in context of also providing Life of Loan or Basic Determination
** Applies to loans for which Change Tracking has indicated a change in map
   status. See section 4.2.