EX-10.23 14 a79556ex10-23.txt EXHIBIT 10.23 SOFTWARE SERVICES AGREEMENT EXHIBIT 10.23 This Software Services Agreement (the "Agreement") covers the terms and conditions under which Fidelity National Financial, Inc. will pay Micro General Corporation certain monthly payments in consideration for Micro General Corporation's agreement to provide Fidelity National Financial, Inc. certain services and for other good and valuable consideration, the receipt and sufficiency of which Fidelity National Financial, Inc. hereby acknowledges. The specific monthly payment amount ( the "Payment") and the period over which the Payments are to be made (the "Transaction") are specified in the table below. Fidelity National Financial, Inc. agrees to the terms of this Agreement by signing below.
Term Monthly Payment Amount Payment Commencement Date ---- ---------------------- ------------------------- 24 Months $24,688 8/1/00
This Agreement is the complete agreement regarding the Transaction and replaces any prior oral or written communications between both parties. By signing below, both parties agree to the terms of this Agreement. There shall be only one original of this Agreement. Agreed to: Agreed to: FIDELITY NATIONAL FINANCIAL, INC. MICRO GENERAL CORP By: /S/ PATRICK F. STONE By: /S/ DALE CHRISTENSEN ---------------------------- ---------------------------- Authorized signature Authorized signature Name: Patrick F. Stone Name: Dale Christensen -------------------------- -------------------------- (type or print) (type or print) Date: August 21, 2000 Date: August 18, 2000 -------------------------- -------------------------- Page 1 of 3 INSTALLMENT PAYMENT SUPPLEMENT Date Prepared: 01/17/01 PAGE 1 OF 2 NAME AND ADDRESS OF CUSTOMER INSTALLED AT LOCATION MICRO GENERAL CORP MICRO GENERAL CORP 2510 N REDHILL AVE 2510 N REDHILL AVE SUITE 230 SUITE 230 SANTA ANA, CA 92705-5542 SANTA ANA, CA 92705-5542 SINGLE EQUIPMENT LOCATION CSO LOCATION ADDRESS IBM/IPMA CUSTOMER NUMBER PHOENIX CSO 5796371/5796-494 PO BOX 10349 PHOENIX, AZ 85064-0349 CUSTOMER REFERENCE CUSTOMER NO: 5796371 IBM CSO LOCATION: PAH INSTALLMENT PAYMENT MASTER AGREEMENT NO: PHXAG08 IPMA AMENDMENT NOS: QUOTE VALIDITY DATE: 01/30/01 REFERENCED QUOTE LETTER NO: Q0221276901 SUPPLEMENT NO: ID0020179 REFERENCED PURCHASE AGREEMENT NO: HQ12291 REFERENCED LICENSE AGREEMENT NO: REFERENCED TRADE-IN AGREEMENT NO: ASSOCIATED SUPPLEMENT NO:
IBM PLANT LOCATION MACHINE ORDER OR PURCHASE PRICE CUSTOMER OR LPM MES OR OR ONE-TIME LINE NUMBER TYPE/MODEL SERIAL CHARGES OR NO. IBM/IPMA* FEATURE NUMBER DESCRIPTION OTHER AMOUNT ------ -------- ---------- --------- ------------------------- --------------- 001 5796371 9994/002 Vendor Sourced Non-IBM SW 120,332.50 5796494
ESTIMATED INSTALLATION DATE OR INTENDED CREDIT FINANCING DATE OR (FROM IBM TRADE-IN EFFECTIVE DATE OF STATE AND AGREEMENT) AND/OR AMOUNT INTEREST PAYMENT TERM (NUMBER OF ADDITIONAL LICENSE LOCAL TAXES DOWN PAYMENT FINANCED RATE AMOUNT OPTION PAYMENT PERIODS) PLANNING DATE ----------- ------------------ ---------- -------- -------- ------ ---------------- ---------------------- 120,332,50 9.67 3,864.17 T 36 1/31/01
FISCAL YEAR INTEREST TOTAL PAYMENT PERIOD START DATE SUPPLIER NAME COMMENCEMENT PAYMENT 1. Monthly [X] 01/01 NETWORK CATALYST INC 3,864.17 Annual [ ] Month/Day Supplier Customer no. 2. Other (specify): 6405958 Schedule attached (check): [ ]
TOTAL FROM ALL PAGES: PURCHASE PRICE OR ONE-TIME CHARGES OR OTHER AMOUNT $120,332.50 TRADE-IN/CREDIT DOWN PAYMENT STATE OR LOCAL TAXES AMOUNT FINANCED $120,332.50 *TAX ON FINANCE CHARGE (WHEN APPLICABLE THIS TAX IS PAYABLE WITH FIRST INSTALLMENT) ================================================================================ THE INSTALLMENT PAYMENT MASTER AGREEMENT REFERENCED ABOVE, THIS SUPPLEMENT AND ANY APPLICABLE ATTACHMENTS OR ADDENDA ARE THE COMPLETE EXCLUSIVE STATEMENT OF THE AGREEMENT. THESE DOCUMENTS SUPERSEDE ANY PRIOR ORAL OR WRITTEN COMMUNICATIONS BETWEEN THE PARTIES. BY SIGNING BELOW, BOTH PARTIES AGREE TO THE TERMS REPRESENTED BY THIS SUPPLEMENT. DELIVERY OF AN EXECUTED COPY OF ANY OF THESE DOCUMENTS BY FACSIMILE OR OTHER RELIABLE MEANS SHALL BE DEEMED TO BE AS EFFECTIVE FOR ALL PURPOSES AS DELIVERY OF A MANUALLY EXECUTED COPY. CUSTOMER ACKNOWLEDGES THAT WE MAY MAINTAIN A COPY OF THESE DOCUMENTS IN ELECTRONIC FORM AND AGREES THAT COPY REPRODUCED FROM SUCH ELECTRONIC FORM BY ANY OTHER RELIABLE MEANS (FOR EXAMPLE, PHOTOCOPY, IMAGE OR FACSIMILE) SHALL IN ALL RESPECTS BE CONSIDERED EQUIVALENT TO AN ORIGINAL. Accepted by: Initial here MICRO GENERAL CORP ------------ to request IBM Maintenance for equipment By: By: /s/ Dale Christensen ----------------- --------------------- Authorized Authorized Signature Signature Dale Christensen -------------------- --------------------- Name (Type or Print) Name (Type or Print) 2/01/01 -------------------- --------------------- Date Date Supplement Number.ID0020179 OPTION CODES OPTION I - Transaction for a Machine or a Modification. OPTION IG - Transaction for a Machine or a Modification financed with Tax Exempt Interest. OPTION R - Transaction for a used Machine supplied by IBM Credit Corporation. OPTION RG - Transaction for a used Machine supplied by IBM Credit Corporation financed with Tax Exempt Interest. OPTION S - Transaction for an IBM one-time charge or a Machine or a Modification supplied by IBM Credit Corporation. OPTION S' - Transaction for an IBM one-time charge or a Machine or a Modification supplied by IBM Credit Corporation financed with Tax Exempt Interest. OPTION T - Transaction for a non-IBM one-time charge. OPTION T' - Transaction for a non-IBM one-time charge financed with Tax Exempt Interest. TAX EXEMPT REQUIREMENTS (FOR OPTIONS IG, RG, S' AND T') THE RATES IN THIS AGREEMENT ARE BASED ON YOUR UNDERLYING DEBT OBLIGATION QUALIFYING TO PAY INTEREST WHICH IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 103(a) OF THE INTERNAL REVENUE CODE (Code). Accordingly, you represent that you qualify as a State or political subdivision of a State for purposes of Section 103(a). You agree that any misrepresentation of your status under Section 103(a) is an event of default under this agreement. You further agree to comply promptly with all information reporting requirements of Code section 149(e) and Treasury Regulations thereunder. You also agree to file internal Revenue Service Form 8038-G or 8038-GC whichever appropriate, for this transaction. If you do not file the above IRS form on a timely basis or are unable upon request to demonstrate that the IRS has determined you are qualified under Section 103(a) of the Code, then you shall pay us on demand a sum to be determined by us that will return to us the economic results we would otherwise have received. PREPAYMENT FEE The Prepayment Fee is charged to recover administrative expense and changes in funding cost associated with the early liquidation of a Transaction. Changes in funding costs will only be incurred if interest rates, based on the 3-year Treasury Rate averages as published by the Federal Reserve, decline from the date interest starts to the date of the liquidation. The cost will be determined using a factor of 2.8 multiplied by the change in the 3-year Treasury Rates and then multiplied by the remaining Transaction principal. The 2.8 factor will decrease with the number of months remaining in the original term of the contract. Administrative expense will be determined using a factor of 2.50% multiplied by the remaining Transaction principal. The Prepayment Fee will be the sum of these numbers. FOR FINANCED MACHINES, MODIFICATIONS, OR ADDITIONS FOR COMMERCIAL CUSTOMERS LOCATED IN: 1. Ohio, Maryland, Mississippi, Virginia, or West Virginia, you must be a corporation as defined by the applicable state law; 2. Pennsylvania, you must be a business corporation as defined by Pennsylvania laws; and 3. Alabama or Wisconsin, the Machines, Modifications, or Additions may not be purchased for agricultural purposes. WARRANTY DISCLAIMER: Any warranties associated with Products or Services chosen by you and financed by us may be available to you under the terms of any applicable agreement between you and the provider of such Products or Services. UNDER THIS AGREEMENT, WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE CAPABILITY OF THE MACHINES OR PROGRAMS TO CORRECTLY PROCESS, PROVIDE AND/OR RECEIVE DATE DATA WITHIN AND BETWEEN THE 20TH AND 21ST CENTURIES, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE, AND YOU TAKE THE PRODUCTS AND/OR SERVICES "AS IS". IN NO EVENT WILL WE HAVE ANY LIABILITY FOR, NOR WILL YOU HAVE ANY REMEDY UNDER THIS AGREEMENT AGAINST US FOR CONSEQUENTIAL DAMAGES, ANY LOSS OF PROFITS OR SAVINGS, LOSS OF USE, OR ANY OTHER COMMERCIAL LOSS. The following amend the Installment Payment Master Agreement referenced on page 1. 1. Section 1.1 - Definitions - Date of Installation for a Program - replace item b. with the following: "the second business day after the Program's standard transit allowance period." TERMS FOR NON-IBM EQUIPMENT AND FOR EQUIPMENT NOT SOURCED FROM IBM; WHERE NON-IBM EQUIPMENT AND/OR A SUPPLIER OTHER THAN IBM IS SPECIFIED ON THE FRONT OF THIS SUPPLEMENT, THESE TERMS APPLY. 2. Section 2.1 - Machines - replace the first sentences with the following: "We finance charges for Machines you purchase from us or your supplier." 3. Section 2.2 - Modifications and Additions - replace the first sentence with the following: "We finance charges for Modifications and Additions you purchase from IBM, IBM Credit or your supplier." 4. Section 2.3 - Other Charges - add the following to the end of the section: "We may agree to finance one-time charges from your supplier." 5. Section 2.4 - Discounts, Allowances and Adjustments - replace the first sentence with the following "The purchase price or one-time charge we finance is the same amount that you would have paid us or your supplier after all discounts and adjustments." 6. Section 3.2 - Interest Commencement - replace the entire section with the following: "Unless otherwise specified in the Supplement, Interest starts on (for OPTIONS IG, RG, S' and T' transactions, interest starts on the first day of the month following) the acceptance date you indicate on a certificate of acceptance executed by you." IBM LOGO CREDIT CORPORATION CERTIFICATE OF ACCEPTANCE PAGE 1 OF 1 AGREEMENT NUMBER: PHXAG08 Customer Number:5796371 Name and Address MICRO GENERAL CORP 2510 N REDHILL AVE SUITE 230 SANTA ANA, CA 92705-5542 BRANCH OFFICE ADDRESS PO BOX 10349 PHOENIX, AZ 85064-0349
Location Leased/Financed Item Plant Order Contract Serial No. Manufacturer's Customer Type Model or MES No. Description Serial No. ------------------------------------------------------------------------------- 5796371 9994 002 Vendor Sourced Non-IBM SW
------------------------------------------------------------------------------- Supplier Invoice Information (Invoices Must be Attached) -------------------------------------------------------------------------------
Supplier Invoice Number Invoice Date Invoice Amount 1. NETWORK CATALYST 0015596 12/05/00 37180.00 2. NETWORK CATALYST 001598 12/05/00 61300.00 3. NETWORK CATALYST 0015643 12/11/00 21852.50 4. 5. 6. ------------------------------------------------------------------------------- TOTAL 120,332.50 -------------------------------------------------------------------------------
------------------------------------------------------------------------------- THE UNDERSIGNED ("CUSTOMER") IS A LESSEE OR CUSTOMER UNDER THE MASTER LEASE OR INSTALLMENT PAYMENT MASTER AGREEMENT REFERENCED ABOVE ("MASTER AGREEMENT") WITH EITHER IBM CREDIT CORPORATION OR INTERNATIONAL BUSINESS MACHINES CORPORATION (IN EITHER CASE, "IBM"). CUSTOMER REPRESENTS AND CERTIFIES THAT THE ITEMS LISTED ABOVE OR ITEMIZED ON AN ATTACHMENT TO THIS CERTIFICATE OF ACCEPTANCE ("ACCEPTED ITEMS") HAVE BEEN ACCEPTED BY CUSTOMER ON THE ACCEPTANCE DATE INDICATED BELOW AND LABELS, IF SUPPLIED, HAVE BEEN AFFIXED TO EACH ACCEPTED ITEM OF EQUIPMENT. CUSTOMER AUTHORIZES IBM TO PAY CUSTOMER'S SUPPLIER FOR THE ACCEPTED ITEMS. IF CUSTOMER IS SUBJECT TO PROCUREMENT OR APPROPRIATION LAWS OR REGULATIONS, CUSTOMER REPRESENTS AND CERTIFIES THAT IBM'S DIRECT PAYMENT TO CUSTOMER'S SUPPLIER FOR THE INVOICE AMOUNTS INDICATED ON THIS CERTIFICATE OF ACCEPTANCE WILL BE IN FULL COMPLIANCE WITH ANY AND ALL RELEVANT STATE LAWS AND REGULATIONS OR ANY OTHER LEGAL REQUIREMENTS RELATING TO CUSTOMER'S PROCUREMENT OR APPROPRIATION ACTIVITIES. IN ORDER FOR THIS CERTIFICATE OF ACCEPTANCE TO BE EFFECTIVE, CUSTOMER MUST PROVIDE IBM WITH SERIAL NUMBERS FOR EACH ACCEPTED ITEM OF EQUIPMENT. CUSTOMER AUTHORIZES IBM TO COMPLETE OR UPDATE ANY EQUIPMENT IDENTIFICATION INFORMATION ON THE REFERENCED SUPPLEMENT TO THE MASTER AGREEMENT FOR ANY ACCEPTED ITEM OF EQUIPMENT WITHOUT FURTHER ACTION OR CONSENT BY CUSTOMER. DELIVERY OF AN EXECUTED COPY OF THIS CERTIFICATE OF ACCEPTANCE BY FACSIMILE OR ANY OTHER RELIABLE MEANS SHALL BE DEEMED TO BE AS EFFECTIVE FOR ALL PURPOSES AS DELIVERY OF A MANUALLY EXECUTED COPY. CUSTOMER UNDERSTANDS THAT IBM MAY MAINTAIN A COPY OF THIS CERTIFICATE IN ELECTRONIC FORM AND AGREES THAT A COPY PRODUCED FROM SUCH ELECTRONIC FORM OR BY ANY OTHER RELIABLE MEANS (FOR EXAMPLE, PHOTOCOPY, IMAGE OR FACSIMILE) SHALL IN ALL RESPECTS BE CONSIDERED EQUIVALENT TO AN ORIGINAL. ACCEPTED BY: MICRO GENERAL CORP ------------------- CUSTOMER ACCEPTANCE DATE: 2/1/01 BY: /s/ DALE CHRISTENSEN -------------------- ---------------------- (MUST BE COMPLETED) Authorized Signature Dale Christensen ---------------------- Name (type or Print) PLEASE RETURN TO BRANCH OFFICE ADDRESS LISTED ABOVE North Castle Drive IBM CREDIT CORPORATION Armonk, NY 10504-1785 914/499-1900 www.financing.ibm.com -------------------------------------------------------------------------------- ADDENDUM TO INSTALLMENT PAYMENT SUPPLEMENT Installment Payment Enterprise No. 0201500 Master Agreement No.______________ Customer No. 5796371 Supplement No.______________ We and MICRO GENERAL CORP (You) agree that for the purposes of the referenced Supplement only, the Installment Payment Master Agreement between the parties is hereby modified as follows: Section 4.1 Events of Default - in item 6 delete "or" and in item 7 delete "." at the end of the sentence. - add items 8, and 9 which reads as follows: "(8) Fidelity National Financial Inc. ("Fidelity") is in default of the terms and conditions of the Software Services Agreement number SSA105 between You and Fidelity (the "SSA"), the original of which is attached to this Addendum, after the expiration of any applicable cure periods; or (9) the SSA, or any term or condition thereof, shall be deemed unenforceable, or Fidelity shall deny or contest the enforceability of the SSA, or any term or condition thereof. Section 4.2 Remedies - add item 6. which reads as follows: "exercise any and a11 of our rights as a secured party with respect to the SSA." Section 4.3 Security Interest - at the beginning of the Section, add the following new sentence: "To secure the full and punctual payment and performance of Your obligations to Us hereunder, whether now owing or hereafter arising, when due, You hereby grant Us a security interest in all of Your right, title and interest in and to the SSA, whether now owned or hereafter acquired or existing, including, without limitation, to the Payments (as defined in the SSA), and in all substitutions, replacements and proceeds of the foregoing (collectively, the "Collateral"). You represent and warrant to Us that there is only one original of the SSA. You agree to provide us with the original SSA along with this Addendum. Once all of Your obligations to Us under this Agreement have been satisfied, we agree to return to You the SSA. You further represent and -------------------------------------------------------------------------------- NO CHANGES TO THIS ADDENDUM ARE AUTHORIZED Dec 15, 2000 1 Addendum No. Q02190848-02 IBM Credit Corporation -------------------------------------------------------------------------------- warrant to Us that the security interest granted to Us in the SSA constitutes a valid and enforceable first priority perfected security interest in all of Your right, title and interest in the SSA and that, except for the security interest granted hereunder, You own all of Your right, title and interest is the SSA free and clear of any lien, security interest or encumbrance in favor of any third party." In the second paragraph in line three after "covering, Machines, Modification," insert "the SSA,". Section 4.6 General- at the end of the Section, add the following new paragraphs: "You agree that you shall not do any of the following without the prior written consent of IBM Credit, and that any attempt to do so shall be void and of no force or affect against IBM Credit: (i) make, or accept, any payment or pre-payment of the payments under the SSA other than as specified in the SSA; (ii) amend, supplement of otherwise modify the terse of the SSA or grant or accept any waiver of compliance with, or release of any of, Fidelity's obligations under the; In addition to any [other remedies available to Us, and without limiting any such remedies, You agree that upon notice from Us that You are in default of Your obligations to Us, We may direct Fidelity to make all payments under the SSA directly to Us. Prepared by: C COLEMAN Accepted by: IBM Credit Corporation MICRO GENERAL CORP by by /S/ DALE CHRISTENSEN ---------------------------- --------------------------- Authorized Signature Authorized Signature Dale Christensen 2/1/01 ------------------------------- ------------------------------ Name (Type or Print) Date Name (Type or Print) Date A190848B/BP2 -------------------------------------------------------------------------------- NO CHANGES TO THIS ADDENDUM ARE AUTHORIZED Dec 15, 2000 2 Addendum No. Q02190848-02