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HomeMy WebLinkAboutContract 53908 CSC No. 53908 CSC CSC Electronic Recording Services Agreement A Response to City of Fort Worth, TX Prepared for: City of Fort Worth, TX Prepared by: Andrew Singleton Prepared on: March 27, 2020 CSC®251 Little Falls Drive Wilmington, DE 19808-1674 Phone: 800-927-9800 x 63134 Phone: 302-636-5401 x 63134 Fax: 302-636-5454 Web: cscglobal.com Contents of this proposal are confidential and are presented for the exclusive use of City of Fort Worth,TX. Copyright©2020 Corporation Service Company.All Rights Reserved. E RCENED :E�G MAY � h 2020 �IF V�C��.f� f�[=C T WORTH CIV OF FOR 510 CSC No. 53908 CSC Electronic Recording Services Agreement This CSC Electronic Recording Services Agreement("Agreement")shall become effective on the date the Submitter signs below("Effective Date")and is between: Corporation Service Company("CSC") and City of Fort Worth,TX("Submitter") 251 Little Falls Drive 200 Texas St, Wilmington,Delaware 19808 Forth Worth,Texas,76102 Attn:General Counsel In consideration of the mutual covenants and promises hereinafter set forth,the parties hereby agree as follows: 1. SCOPE OF SERVICES a. Scope. During the term of this Agreement,CSC grants Submitter and its affiliates,a non-exclusive,non-transferable right for its authorized users) ("Authorized User")to use one or more of CSC's document generation and submission application tools to allow electronic recording("eRecording")of real estate documents,online search of real estate records and related services listed in the CSC Service Fee Schedule(referred to herein as"ePrepare"). In addition, Submitter shall have access to additional services as more fully described and under the terms and conditions set forth in an applicable service schedule("Schedule"). b. Restrictions on Use or Access.The foregoing rights to use various components of ePrepare are subject to the following restrictions: (i)Submitter shall only use ePrepare for internal purposes; (ii)Submitter shall not provide access or use of ePrepare to unauthorized users or third parties; (iii)Submitter shall not provide false or inaccurate names or information,use or access ePrepare for any unlawful purposes,or any purposes other than as specifically permitted under this Agreement and(iv)Submitter shall not resell CSC's services to third-parties. CSC may exercise its right to terminate this Agreement under Section 9(a)for any violations)of this subparagraph. 2. OWNERSHIP RIGHTS Intellectual Property. Submitter agrees that all title and ownership rights to ePrepare including,without limitation,any changes,modifications,or upgrades and enhancements,in design,functionality or otherwise and any and all copyrights,marks,trade secret,patent rights,or other intellectual property or proprietary information therein or related to,shall reside with CSC or land record management software providers,as the case may be. Submitter agrees that CSC is the sole and exclusive owner of ePrepare,the network relationships with government recording offices including without limitation counties,parishes,townships,municipalities/cities,registers,states and similar offices("Government Recording Office"),CSC's Internet sites and/or any successor products,systems, networks or sites,and any CSC trademarks which shall notce used without CSC's written consent. Nothing in this Agreement shall be interpreted to require CSC to develop or release any upgrades or enhancements to ePrepare. 3. OBLIGATIONS OF SUBMITTER a. CSC Service Fees. Submitter agrees to pay all service fees and expenses(if applicable) ("Service Fees")as set forth in the CSC Service Fee Schedule,attached hereto and made a part hereof.CSC may modify Service Fees annually after expiration of the Initial Term(defined below)of this Agreement upon thirty(30)days written notice to Submitter. b. Recording Fees. Submitter agrees to pay all recording fees,including but not limited to statutory fees,access fees, commissions,royalties,convenience fees,and any related taxes imposed by a Government Recording Office or a third- party access provider for a Government Recording Office as a condition of eRecording(collectively"Recording Fees"). Submitter acknowledges that CSC's sole responsibility is to transfer such Recording Fees from Submitter to the Government Recording Office. c. Payment Terms. Submitter agrees to pay Service Fees and Recording Fees on a daily basis under the terms and conditions set forth in in this Section 3(c). (i) Dishonored Payments. In the event a payment is dishonored due to insufficient funds or any other reason outside the control of CSC,whether by check,ACH debit,or other payment method,Submitter agrees to pay a$25 fee per event. CSC may immediately suspend services to Submitter in the event of a dishonored payment event under Section 9(b)of the Agreement and CSC shall have the right to require additional deposits or alternative funding arrangements as a condition of reinstating Submitter's access to the services. (ii) ePay System. Submitter will utilize CSC'S ePay system to pay Service Fees and any Recording Fees incurred and owed to a Government Recording Office. CSC will process payment to Government Recordin Dffiee�or Recording Fees associated with documents that were recorded on behalf of Submitter the previous busifla JI �U awr � (iii)ePay Reports. Each evening Submitter will receive from CSC a Daily Activity Report listing all the documents that recorded that day,the Recording Fees and Service Fees associated with each document,and the total for the day. If using an ePay Draw Account(described below),each evening Submitter will receive a Daily Balance Report (iv) Funding Options. Submitter may choose one of two options to fund payment of Recording Fees for the document recordings: A. CSC will directly debit Submitter's bank account,or B. CSC will draw funds from an ePay Draw Account using funds placed in the account by Submitter. ePay Draw Account.If Submitter chooses to fund payment of Recording Fees through a Draw Account, Submitter will maintain funds in an account and bank designated by CSC. This account,and the funds in this account,will be solely used to pay Recording Fees owed to Government Recording Office for Submitter's recorded documents.CSC's ePay system performs a daily accounting of all funds paid out of the Draw Account by CSC and all funds paid into the Draw Account by Submitter. Submitter will receive a daily report from CSC describing the amounts paid for each document into each Government Recording Office and the replenishment requirements.To replenish the Draw Account,Submitter will send additional funds by check,wire,or ACH into the Draw Account. Submitter controls the amount of funds in the Draw Account and the frequency of replenishment,and must maintain sufficient funds to pay Recording Fees as incurred. The Draw Account will be maintained separately at the designated bank and is accessible only to Submitter and CSC. CSC recognizes that funds deposited in the Draw Account are owned by Submitter and are placed there solely for the purpose of paying Recording Fees and Service Fees associated with documents recorded by CSC on Submitter's behalf. CSC acknowledges that it has no claim on Recording Fees,and the remaining funds are to be returned to Submitter when the Draw Account program is terminated by Submitter. d. Additional Memorandum of Understanding Requirements. Submitter agrees to execute any applicable Memorandum of Understanding(MOU)and comply with other requirements imposed by a Government Recording Office as a precondition for use of ePrepare in such jurisdiction. e. Protection from Unauthorized Uses.In order to ensure compliance with the terms and conditions of this Agreement,Submitter shall take reasonable security measures,including without limitation:safeguarding computer equipment,passwords,logins and other sensitive information so as to prevent the unauthorized use or access to ePrepare.Submitter shall immediately inform CSC of any of the following security breaches,including without limitation,the theft of Submitter's equipment or information,unauthorized access to ePrepare,or an illegal or improper use of ePrepare. f. Privacy of Data. SUBMITTER ACKNOWLEDGES THAT EPREPARE IS A SELF-SERVICE PLATFORM AND CSC DOES NOT REVIEW,EDIT OR REDACT INFORMATION PRIOR TO SUBMISSION TO THE GOVERNMENT RECORDING OFFICE. ALL INFORMATION SUBMITTED THROUGH EPREPARE WILL BECOME PUBLIC RECORD. SUBMITTER AGREES TO REFRAIN FROM PLACING ANY PERSONALLY IDENTIFIABLE INFORMATION ON A DOCUMENT EXCEPT TO THE EXTENT REQUIRED BY A GOVERNMENT RECORDING OFFICE AS A CONDITION OF RECORDING. g. Acceptance of Electronic Transactions. Submitter agrees that CSC may conduct eRecording transactions in an electronic format,including without limitation electronic records,electronic signatures,and electronic notarizations. Submitter further agrees to conduct all eRecording transactions by electronic means,including the acceptance of electronic records and transactions and the application of electronic signatures.Failure to comply with Government Recording Office requirements may result in the inability to file documents and records at such Government Recording Office. h. Required Provisions. To comply with Government Recording Office requirements,as a condition of eRecording Submitter agrees: (i) That electronic documents or attachments shall be considered an"original"record of the transaction in substitution for,and with the same intended effect as,paper documents and,in the case that such documents bear a digital,digitized,or electronic signature,as paper documents bearing handwritten signatures. (ii) By using electronic digitized signatures or digital certificates to sign documents,Submitter intends to be bound by those electronic signatures affixed to any documents,and such electronic signature shall have the same legal effect as if that signature was manually affixed to a paper version of the document. (iii)Submitter attests to the accuracy,authenticity,and completeness of the records,including signatures and notary seals,and acknowledges responsibility for the content of the documents regardless of how submitted to CSC and/or the Government Recording Office.In the event of a dispute or legal action concerning a transaction, Submitter agrees to hold the Government Recording Office and CSC harmless,and such Government Recording Office and CSC shall not to be liable for any damages to Submitter. Page 12 (iv) Submitter shall record only original documents bearing original signatures and acknowledgements. (v) Submitter shall be responsible for tracking in ePrepare that documents transmitted were in fact recorded. (vi)All documents and data submitted by Submitter shall comply with the current county,state,and federal laws and standards for the recording jurisdiction where submitted including requirements for indexing purposes. 4. CONFIDENTIALITY Protection of Confidential Information."Confidential Information"means the terms of this Agreement(including its Exhibits and Schedules)and all confidential and proprietary information of CSC or Submitter,including without limitation all business plans,product plans,financial information,personally identifiable information,software, designs,formulas,methods,know how,processes,and materials provided to the receiving party in the course of engaging and performing Services under this Agreement,and technical,business and financial data of any nature whatsoever(including,without limitation,any marketing,pricing and other information regarding the Services), provided that such information is marked or designated in writing as"confidential,""proprietary,"or any other similar term or designation,or information that a reasonable person would deem confidential. Confidential Information does not include information that is(i)submitted by Submitter to Government Recording Office through the use of ePrepare,(ii)rightfully in the receiving party's possession without obligation of confidentiality prior to receipt from the disclosing party; (iii)a matter of public knowledge through no fault of the receiving party; (iv)rightfully furnished to the receiving party by a third party without restriction on disclosure or use;or (v)independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.Each party shall(i)use Confidential Information of the other party only for the purposes of performing obligations in connection with this Agreement,and(ii)use at least the same degree of care it uses to protect its own Confidential Information of a similar nature from disclosure to any third parties,but no less than reasonable care. Each party's obligation shall remain in effect during the term of this Agreement and for a period of three(3)years thereafter,provided,however,that Confidential Information that constitutes,contains or reveals,in whole or in part, CSC's proprietary rights described in section 2(a)shall not be disclosed by the receiving party at any time. Notwithstanding the foregoing,a receiving party may disclose Confidential Information pursuant to a valid order of a court or authorized government agency provided that the receiving party,unless prohibited by law or legal process, has given the disclosing party prompt notice so that the disclosing party will have an opportunity to defend,limit or protect against such disclosure. S. REPRESENTATIONS AND WARRANTIES a. CSC Warranties.CSC provides the following limited representations and warranties: (i) that work performed hereunder will be performed in a workmanlike manner in accordance with general industry standards for similar services. (ii) CSC shall be liable to Submitter for the performance and all actions and inaction by its subcontractors or agents,if any,used to fulfill services under this Agreement. Government Recording Office and its third-party access provider,if any,shall not be deemed subcontractors or agents of CSC. (iii)it has full right and title to provide ePrepare services to Submitter,and to CSC's knowledge such ePrepare services do not infringe upon the copyrights,trademarks,patents,trade secrets or any intellectual property or proprietary rights of any third party under United States law. (iv)that it does and will comply with all applicable federal,state,and local law and regulations. (v) THE WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY CSC IN CONNECTION WITH ePREPARE OR OTHERWISE UNDER THIS AGREEMENT. CSC HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES,WHETHER EXPRESS OR IMPLIED,INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY,AND FITNESS FOR A PARTICULAR PURPOSE. (vi) The warranties given by CSC set forth in this Section shall not apply to any irregularities,errors,problems or defects arising from: (i)modification of ePrepare by any party other than CSC which was not approved by CSC or from accident,neglect,abuse,misuse or misapplication unrelated to CSC; (ii) any change to ePrepare by Submitter to interface with other services,providers,or systems; (iii) Submitter's use of ePrepare for an unauthorized or unlawful purpose;or(iv)any signature or notarial act in connection with ePrepare not being in compliance with federal,state,local or other law. b. Submitter Warranties. Submitter provides the following representations and warranties: (i) it does and will comply with all applicable federal,state,and local law and regulations. (ii) it is authorized to file the documents it files,such filed documents are complete and accurate and are not in violation of the rights of any third parties. (iii)It will not use ePrepare for unlawful or unauthorized purposes and will comply in all respects with this Agreement. Page 13 c. Use of any Other Services.CSC makes no representations or warranties regarding(i)the availability of any interface between ePrepare and other services or systems,hardware or software,and(ii)the availability of access to or by any specific provider of other services,systems,hardware or software. Submitter acknowledges and agrees that CSC will not be responsible for any losses that may result from Submitter's use of any other services,systems, hardware or software,despite the fact that the same may interface with ePrepare. 6. Limitation of Liability a. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY(AND ITS RESPECTIVE AFFILIATES, PARTNERS,OFFICERS,EMPLOYEES,DIRECTORS,AGENTS,CONTRACTORS,REPRESENTATIVES,SUCCESSORS AND ASSIGNS)TO THE OTHER PARTY FOR ALL LOSSES,INCLUDING,WITHOUT LIMITATION,CAUSES OF ACTION AND CLAIMS BASED UPON BREACH OF CONTRACT,TORT,BREACH OF WARRANTY,OR ANY OTHER LEGAL OR EQUITABLE GROUNDS,UNDER OR IN CONNECTION WITH THIS AGREEMENT,ePREPARE,OR ANY OTHER SOFTWARE,SERVICE, OR INFORMATION EXCEED THE LESSER OF(i)THE ANNUAL SERVICE FEES PAID OR PAYABLE BY SUBMITTER TO CSC(ii)OR$15,000. b. IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES,PARTNERS,OFFICERS,EMPLOYEES, DIRECTORS,AGENTS,CONTRACTORS,REPRESENTATIVES,SUCCESSORS OR ASSIGNS,AS SUCH,BE LIABLE TO THE OTHER PARTY OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY FOR ANY PUNITIVE,EXEMPLARY, INCIDENTAL,INDIRECT,CONSEQUENTIAL OR SPECIAL DAMAGES UNDER OR IN CONNECTION WITH THIS AGREEMENT,ePREPARE OR ANY OTHER SERVICES,SERVICES OR INFORMATION,INCLUDING,WITHOUT LIMITATION,DAMAGES FOR LOSS OF PROFITS,INTEREST,REVENUE,DATA OR USE,OR INTERRUPTION OF BUSINESS,INCURRED BY THE OTHER PARTY,WHETHER BASED UPON CONTRACT,TORT(INCLUDING,WITHOUT LIMITATION,NEGLIGENCE,DUTY TO WARN AND STRICT LIABILITY),WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS,EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. c. CSC AND SUBMITTER EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS CONTAINED HEREIN(I) REPRESENT THE PARTIES'INTENTION AS TO THE ALLOCATION OF RISK BETWEEN THE PARTIES(INCLUDING,WITHOUT LIMITATION,THE POSSIBILITY THAT A REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS)AND THAT THE AMOUNTS PAYABLE TO CSC PURSUANT TO THIS AGREEMENT REFLECT SUCH ALLOCATION OF RISK,WITHOUT WHICH CSC WOULD NOT HAVE BEEN WILLING TO ENTER INTO THIS AGREEMENT,AND(II)FORM AN ESSENTIAL BASIS FOR THE BARGAIN BETWEEN THE PARTIES. 7. INDEMNIFICATION AND HOLD HARMLESS a. Indemnification. Submitter(the"Indemnifying Party")agrees to indemnify,defend and hold harmless CSC(the "Indemnified Party")and its affiliates and their officers,employees,representatives,agents,licensors and suppliers, from and against any and all claims,actions,liabilities,damages,judgments,costs and expenses(including reasonable attorneys'fees and expenses)resulting from or arising out of any damages suffered by the Indemnified Party due to(i) any negligence,omissions,tortious or illegal activity or conduct of the Indemnifying Party and/or its employees,agents or personnel; (ii)any damages to any property caused by or arising out of any conduct or actions of the Indemnifying Party and/or its employees,agents or personnel; (iii)any breach by the Indemnifying Party of any of its warranties as contained in this Agreement or(iv)where CSC is named in a law suit due to the fact that it filed a document or documents of Submitter. b. Hold Harmless. Submitter acknowledges that a Government Recording Office may terminate access to any electronic recording system at any time it deems necessary to protect the public interest including without limitation integrity of the public records and that no liability against the Government Recording Office shall arise from the decision to terminate or deny access of any person or entity to the system.Submitter agrees that the Government Recording Office and/or any related government agency shall be held harmless and not liable for any damages that arise out of the use of the electronic recording system. 8. TERM AND TERMINATION a. Term.Termination. The Initial Term of this Agreement shall be for one year from the Effective Date. After the Initial term,the Agreement shall continue until terminated. After the Initial Term,either party may terminate this Agreement for any reason upon thirty(30) days written notice to the other party. (i) Notwithstanding the foregoing,CSC may terminate this Agreement upon five(5)days written notice(even during the Initial Term),upon notice to Submitter if CSC reasonably believes that: (1)Submitter has willfully attempted to cause or has willfully caused ePrepare or any related system to malfunction or suffer damage,or Submitter has failed to take steps reasonably requested by CSC to correct a malfunction or damage. Page 14 (2)Submitter has violated an applicable law or is using ePrepare in an unlawful manner or in contravention to its obligations under this Agreement, (3)Submitter's actions or inactions impair or threaten to impair CSC's relationship with any Government Recording Office;or (4)Submitter fails to timely pay Recording Fees or Service Fees as provided in Section 3. (ii) This Agreement will automatically terminate if either party becomes insolvent or enters into bankruptcy, suspension of payments,moratorium,reorganization,or any other proceedings that relates to insolvency or protection of creditor's rights. (iii)Either party may immediately terminate this Agreement upon written notice to the other party if such party reasonably believes the other party has breached or is likely going to breach its confidentiality obligations hereunder. b. Suspension of Services. Notwithstanding any other provision in this Agreement,CSC shall have the right to immediately suspend services,including Submitter's access and use of ePrepare,in the event Submitter fails to timely pay Recording Fees or otherwise fails to adequately fund the account designated by Submitter for the payment of Recording Fee. CSC may,at its sole discretion,reinstate services for Submitter after all outstanding Recording Fees have been paid and the account used to fund Record is adequately funded. c. Survival. Neither party shall have any continuing obligations to the other party after the effective date of termination except that(i)Submitter shall pay all Service Fees and Recording Fees accrued and owing prior to the termination date and(ii)any provisions of this Agreement that contemplate continuing obligations shall survive any termination of this Agreement,including without limitation,sections 2,3,5 and 7 through 10 as applicable 9. GENERAL PROVISIONS a. Assignment.This Agreement may not be assigned or otherwise transferred by either party without the prior written consent of the other party,and such consent shall not be unreasonably withheld. b. Notices. Unless otherwise specified in this Agreement,all notices and other communications(other than routine operational or billing communications)shall be in writing and sent to the addresses specified above. c. Governing Law:Severability_. This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of Delaware,without reference to or application of its conflicts of law principles. In the event that a provision of this Agreement is found to be unenforceable,a court shall construe the remaining provisions to have maximum effect and be individually severable. d. Waiver of Jury Trial. Each party hereby irrevocably waives any and all rights to trial by jury with respect to any legal proceeding arising out of or relating to this agreement. e. Force Majeure. Neither party shall be responsible for delays or failure of performance(other than the payment of money)resulting from acts beyond the reasonable control of such party. Such acts shall include without limitation acts of God,riots,acts of war,epidemics,denial of service attack,computer virus,other cyber-attack,governmental regulations,power failures,shortages,brownouts or blackouts,earthquakes,or other disasters. f. Amendments.This Agreement may be amended solely by a writing expressly purporting to create an amendment to this Agreement and executed by an authorized representative of each party. g. Entire Agreement. The parties agree that this Agreement(including its attached Exhibits and Schedules)shall constitute the complete and exclusive agreement between CSC and Submitter,and supersedes all prior or contemporaneous communications,proposals or this Agreement,oral or written,relating to the subject matter hereof. h. Conflicting Terms.In the event of a conflict between any term in this Agreement and a term in any Schedule,the term of the applicable Schedule shall prevail with respect to services provided under such Schedule i. Misc. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended to explain,modify or place any construction or limitation upon any of the provisions of this Agreement.No term,provision or clause of this Agreement shall be deemed waived and no breach excused unless such waiver or consent is in writing executed by a duly authorized representative of the party to be bound thereby. Page 15 IN WITNESS WHEREOF,the parties have executed this Agreement as of the date set forth above. CORPORATION SERVICE COMPANY® CITY OF FORT WORTH,TX SIGNED SIGNED Mark Rosser PRINT NAME PRINT NAME Senior Vice President TITLE TITLE March 27,2020 DATE DATE Page 6 CSC Electronic Recording Services Fee Schedule Implementation: One-time Implementation and Set-Up Fee .........................................................................................$ 0.00 o System set-up,ePay setup,web-based staff training o CSC will provide Submitter with any applicable Memorandum of Understanding(MOU) that needs to be executed by Submitter as part of the initial set-up process. Technical Support: Technical support and upgrades - Subsequent years,starting year two .................. $0.00 /year o Email Support-csc-hell2t@cscglobal.com (M-F,8am-8pm Eastern Time) Transaction Service Fee Per Electronically Recorded Document Electronically Recorded Document- Level 2 ................................................................................... $4.00 Service Fees will be billed and paid on a daily basis.Terms will be payable upon receipt. Page 17 ADDENDUM TO CSC ELECTRONIC RECORDING SERVICES AGREEMENT BETWEEN THE CITY OF FORT WORTH AND CORPORATION SERVICE COMPANY This Addendum to Corporation Service Company ("Addendum") is entered into by and between Corporation Service Company ("Vendor") and the City of Fort Worth ("City"), collectively the "parties", for a purchase of licenses. The Contract documents shall include the following: 1. The CSC Electronic Recording Services Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached CSC Electronic Recording Services Agreement (the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall become effective upon the signing of the Agreement by an Assistant City Manager of the City (the "Effective Date") and shall expire one (1) year after the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Agreement may be renewed for four (4) one-year terms at City's option, each a "Renewal Term." City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. Vendor shall have the ability to adjust Vendor's Service Fees by providing City with notice of the proposed new Service Fees not less than forty-five (45) days prior to the end of each term. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. Addendum to CSC Electronic Recording Services Agreement Page 1 of 6 C. Fiscal Funding. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall make available to City electronic copies of all completed or partially completed documents submitted under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement waives rights to trial by jury or is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Addendum to CSC Electronic Recording Services Agreement Page 2 of 6 Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. 7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby modified to be effective only to the extent allowed by Texas law. Nothing contained herein shall ever be construed so as to require City to assess, levy and collect any tax to fund its obligations under this paragraph. Article XI Section 5 of the Texas Constitution provides that a city is prohibited from creating a debt unless the city levies and collects a sufficient tax to pay the interest on the debt and provides a sinking fund. The City of Fort Worth has not and will not create a sinking fund or collect any tax to pay any obligation created under this Agreement. 9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably Addendum to CSC Electronic Recording Services Agreement Page 3 of 6 available to Vendor, terminate this Agreement, subsequent to which termination City may seek any and all remedies available to City under law. 10. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 11. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 12. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 13. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 14. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 15. Right to Audit. Not more often than once per calendar year and subject to Vendor's reasonable confidentiality and security requirements, Vendor agrees that City shall have access to and the right to examine any directly pertinent books, documents, papers and Addendum to CSC Electronic Recording Services Agreement Page 4 of 6 records of Vendor involving the recording transactions conducted under the Agreement. Vendor agrees that City shall have access at a mutually agreeable time during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. (signature page follows) Addendum to CSC Electronic Recording Services Agreement Page 5 of 6 ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration �CLSZI� of this contract,including ensuring all By: Dana Surghdoff(May 3,202Wperformance and reporting requirements. Name: Dana Burghdoff Title: Assistant City Manager Date: May 3, 2020 By: Name: Ricky Salazar Approval Recommended: Title: Real Property Manager Approved as to Form and Legality: By: Name: Roger Venables Mal'LLr_l"IY Title: Assistant Director,Property Management By: Matt Murray(May 1,4020) Name: Matthew A.Murray Attest: 0 �` Title: Assistant City Attorney Contract Authorization: M&C: No M&C required BY U } 1 Ordinance NO.24161-04-2020 Name: Mary Kayser `. a ' Title: City Secretary F VENDOR: Corporation Service Company By: iW Name: Mark Rosser Title: Senior Vice President Date: May 13, 2020 Addendum to CSC Electronic Recording Services Agreement Page 6 f 6 �—