HomeMy WebLinkAboutContract 40733cav SECRETARY
CONTRACT Na
ACS Title Records Corporation
Electronic Recordation Exchange Subscriber Agreement
THIS SUBSCRIBER AGREEMENT (including the Exhibits and any Schedules or other attachments
hereto and the documents, including the Systems Rules, referenced herein, "Agreement') is made as of
the Effective Date (as set forth on Exhibit A) by and between Title Records Corporation, a Delaware
corporation, ("ACS" or "System Provider") and the City of Fort Worth, ("Si�thscflber"). In consideration
of the promises and covenants set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. Purpose. ACS developed, operates and maintains a web -based service that allows
organizations to connect to various County Recorders for electronic recordation of land records (the
"Electronic Recordation Exchange" or "eRXTM").
2. General Intent. Subscriber will, consistent with the terms of this Agreement, use eRXTM
to create, sign/execute, notarize, transmit, and retrieve business documents related to land records
recorded at subscribing County Recorder Offices.
3. Services and Support. The System Provider shall provide to Subscriber Services and
Support as described in this Agreement, including, but not limited to, Exhibit B (collectively, the
"Services"). Subscriber understands that updates to or enhancements of the eRXTM System or any
component of the eRXTM System and changes in the Systems Rules set forth herein made by System
Provider may be announced from time to time. System Provider shall use reasonable efforts to notify
Subscriber of any announced changes to the eRXTM System. Subscriber shall be responsible for reviewing
all announced changes to the erne" System and for communicating all announced changes to
Subscriber's Users (as defined below) of the eRXTM System.
4. Eligibility. Various County Recorders have or are expected to subscribe to the eRXTM
System and will provide ACS with their specific requirements for electronic recordation. The eRXTM
System will allow for some editing by Subscribers and validation of all submitted records based on the
County specific requirements and provide notification to the Subscriber of any errors or rejects
detected. ACS will use commercially reasonable efforts to notify Subscriber from time to time as
additional Counties subscribe to the eRXTM System. Subscribing County Recorders, by way of accepting
the System Rules (as defined below) and the erne" System, agree that they will accept electronic records
for electronic recording from Subscriber.
5. System Rules.
5.1 Use of &Ur. Subscriber shall use, and shall cause any Subscriber's employees or agents
that use the eRXTM System, including System Administrators (as defined below) ("Users') to use, the
eRXTM System in accordance with the System Rules as found in the eRXTM User Guide, incorporated
herein by reference (as they may be changed from time to time by System Provider, the "Systems
Rules"), this Agreement and all applicable laws and regulations. Subscriber is responsible for, and will
hold System Provider and the other Subscribers harmless from the misuse of the eRXTM System by any of
its Users, including any tortuous, intentional or negligent acts or any violation of this Agreement by any
of its Users, including any violation of the Systems Rules.
5.2 Acceptance of Electronic Signatures and Records. Subscriber acknowledges that the
eRXTM System permits Subscriber and Users to prepare, sign and/or transmit in electronic formats
documents and business records (including system administration records) and the document or records
OFFICIAL RECORD .
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shall be considered as the "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 or electronic
signature, paper documents bearing handwritten signatures. Subscriber agrees:
5.2.1 Electronic Documents. By use of electronic or digital certificates to sign
documents processed by the eRXTM System, Subscriber intends to be bound to those documents
for all purposes as fully as if paper versions of the documents had been manually signed on
Subscriber s behalf by the User.
5.2.2 Electronic Signatures. By use of electronic or digital certificates by Users to sign
documents processed by the eRX"" System, Subscriber intends to be bound by those electronic
signatures of its Users 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.
5.2.3 Imaged Documents. By use of digital certificates by Users to seal electronic files
containing images of original paper documents or documents bearing manual signatures,
Subscriber shall recognize such sealed images for all purposes as fully as the original paper
documents and shall be responsible for any failure by Users to comply with quality control
procedures for assuring the accuracy and completeness of the electronic files.
5.2.4 Accuracy and Completeness. System Provider shall have no responsibility for
the content including the accuracy and completeness, of the electronic records; provided,
however, that System Provider does not alter the content of the records during transmission.
The Subscriber acknowledges responsibility for the content of the documents submitted
through the eRXTM System.
6. System Administrators. Subscriber will designate certain employees or agents to be
responsible for managing the tools and resources required to use the eRXTM System including the
registration of Users. ("System Administrators"). The System Administrator will identify the Users
authorized to use the eRXTM System. Each System Administrator is specifically authorized to act for and
on behalf of Subscriber in establishing and maintaining Subscriber s use of the eRXFM System, including
creating and modifying the processes governing the access and authoring privileges of a User.
6.1 Reliance. System Provider is authorized to rely upon any and all instructions,
whether in written, electronic or oral form, given by any of Subscriber's System Administrators.
6.2 Responsibilities. Subscriber is solely responsible for any actions taken, or any
failures to act by any System Administrator in establishing and maintaining Subscriber's and
Users' use of the eRXrM System, including without limitation:
(a) the improper enrollment or termination of individual Users;
(b) the improper or unauthorized issuance, use or negligent management of digital
certificates; or
(c) any other action or failure to act by any System Administrator which adversely
affects (i) the security and integrity of the eRXrM System, (ii) the reliability,
ACS T►tle Records Corporat►on 2 Confidential and Proprietary
integrity or accuracy of any document or any other information within the
eRXFM System or (iii) any Subscriber's use of the eRXrM System.
7. Confidentiality. "Confidential Information" means any information that either Party discloses
to the other in connection with this Agreement and which is marked as confidential or proprietary, or it
is reasonably apparent that such information is considered confidential by the disclosing Party, or is
designated as confidential under this Agreement The source documents and source media provided by
Subscriber to System Provider in connection with the Services is deemed Confidential Information of
Subscriber. The eRXTM System and pricing associated with this Agreement are deemed Confidential
Information of System Provider.
Unless the disclosing Party authorizes in writing or this Agreement provides otherwise, the receiving
Party shall retain Confidential Information in confidence, take all reasonable precautions to protect its
confidentiality, and not disclose it to or use it for the benefit of any third party. Confidential Information
does not include information that: (i) is in the public domain by no fault of the receiving Party; (ii) is
developed independently by the receiving Party without knowledge of the Confidential Information, (iii)
is or comes into the receiving Party's rightful possession without use or disclosure restrictions; or (iv) is
required to be disclosed by law or by any governmental agency having jurisdiction pursuant to an order
to produce or in the course of a legal proceeding pursuant to a lawful request for discovery, provided
however, that if the receiving Party is so required to disclose such Confidential Information, then the
receiving Party shall promptly notify the disclosing Party of the order or request in discovery and
reasonably cooperate with the disclosing Party if the disclosing Party elects (at its expense) to seek to
limit or avoid such disclosure by any lawful means. The rights and obligations under this Section shall
survive termination of this Agreement.
8. Ownership of the eRX"" System. The eRXTM System including without limitation the
software, documentation and other intellectual property rights related thereto, and any modifications
and enhancements to the eRXTM System shall be and remain the property of System Provider or its
parent, subsidiaries or affiliates. Subscriber shall have no right, title or interest in the eRXTM System,
including without limitation, the software documentation, and other intellectual property rights related
thereto, and any modifications and enhancements to the eRX'' System other than the right to use the
eRXTM System in accordance with this Agreement.
9. Publicity and Use of Certain Information. Neither party shall use the name, service marks or
trademarks of the other party without the express written consent of the other party. The parties may
disclose to any person or entity the existence and general nature of this Agreement but shall not
disclose the terms of this Agreement, which terms shall be treated as Confidential Information, without
the prior written consent of the other.
10. Warranties.
10 1 System Operation. Subscriber acknowledges that the description of the eRX's operation
and the scheduled service hours related to the operation of the eRXT" System is set forth in Exhibit B
hereto. Subscriber further confirms that NO WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN,
INCLUDING THOSE FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF ANY TYPE
ARE MADE ABOUT THE eRXTM SYSTEM OR ITS SERVICES INFORMATION, DOCUMENTS OR OPERATIONS
ACS Title Records Corporation 3 Confidential and Proprietary
10.2 Information Assets. THE INFORMATION AND DOCUMENTS MAINTAINED IN THE eRX"
SYSTEM ARE PROVIDED BY THE SUBSCRIBER. SYSTEM PROVIDER MAKES NO WARRANTY OR
REPRESENTATION TO SUBSCRIBER REGARDING THE ACCURACY OR COMPLETENESS OF ANY
INFORMATION PROVIDED BY ANY OTHER SUBSCRIBERS, WHETHER AS INDEXING INFORMATION A
DOCUMENT OR OTHERWISE, OR THE ACTIONS OR INACTIONS OF ANY COUNTY RECORDER SYSTEM
PROVIDER SHALL HAVE NO LIABILITY TO SUBSCRIBER OR ANY OTHER PERSON WITH RESPECT TO ANY
DAMAGES OR LOSSES ARISING FROM THEIR USE OF THE ERXTM SYSTEM OR ANY SUCH INFORMATION OR
DOCUMENTS. SUBSCRIBER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR VERIFYING TO ITS
SATISFACTION THE ACCURACY OR COMPLETENESS OF ANY INFORMATION IN THE eRXTM SYSTEM ON
WHICH SUBSCRIBER RELIES IN ITS USE OF THE eRXTM SYSTEM SUSCRIBER IS SOLELY RESPONSIBLE FOR
THE ACCURACY AND ADEQUACY OF ITS SOURCE DOCUMENTS AND MEDIA. SYSTEM PROVIDER WILL
NOT BE RESPONSIBLE FOR CORRECTING ANY ERROR OR DEFECT RESULTING FROM INACCURATE,
FAULTY, OR NONCONFORMING SOURCE DOCUMENTS OR MEDIA PROVIDED BY SUBSCRIBER.
SUBSCRIBER REPRESENTS THAT IT HAS ALL REQUISITE AUTHORITY TO REQUEST PERFORMANCE OF THE
SERVICES BY SYSTEM PROVIDER AND AGREES THAT SYSTEM PROVIDER SHALL NOT BE LIABLE TO
SUBSCRIBER OR ANY THIRD PARTY WITH RESPECT TO ANY ACTION OR NON -ACTION BY SYSTEM
PROVIDER IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR INSTRUCTIONS RECEIVED FROM
SUBSCRIBER.
10.3 Disclaimer. SYSTEM PROVIDER, IN PARTICULAR, DOES NOT WARRANT TO SUBSCRIBER
THAT THE OPERATION OF THE eRXTM SYSTEM WILL BE UNINTERRUPTED OR THAT THE eRXTM SYSTEM OR
ITS DOCUMENTS OR INFORMATION WILL BE ERROR -FREE SUBJECT TO GOALS OF SYSTEM PROVIDER SET
FORTH IN THE eRXTM USER GUIDE AND EXHIBIT B, EXCEPT AS SET FORTH IN THIS AGREEMENT.
11. Indemnification; Limits of Liability.
11.1 Obligations of Subscriber. Subscriber shall hold System Provider and any parent,
subsidiaries and affiliates and the employees and agents of it, harmless from and against any damages,
losses or claims that arise from any claim.
(a) that Subscriber or any employee (including a User) or agent of Subscriber has failed
to use the CRXTM System in accordance with the terms and conditions of this
Agreement or has otherwise failed to comply with the terms of this Agreement or
(b) by any third party relating any way to the documents submitted under this
Agreement or
(c) relating to personal injury, death, or property damage arising out of the intentional
or negligent acts or omission of Subscriber due to its performance or nonperformance
of this Agreement.
11.2 Obligations of System Provider. System Provider shall indemnify and hold Subscriber harmless
from and against, any damages, losses or claims that arise from (1) Service Provider's negligent failure to
record documents with the County Recorder in accordance with this Subscriber Agreement and (2) any
allegation that Subscriber's use of the eRXTM System in accordance with this Agreement (including the
Systems Rules) violates a trademark or issued patent in the United States provided that: (a) Subscriber
agrees to notify System Provider in writing within sixty (60) days of receipt of written assertion of the
claim, (b) the System Provider has sole control of the defense and all related settlement negotiations;
ACS Title Records Corporation 4 Confidential and Proprietary
and (c) Subscriber will provide the System Provider with the assistance, information, and authority
reasonably necessary to perform the above defense; reasonable out-of-pocket expenses incurred by
Subscriber in providing such assistance will be reimbursed by the System Provider. The System Provider
shall have no liability for any claim of infringement resulting from: (a) any use of any of the Documents,
Information or eRXTM System not in accordance with this Agreement, the Systems Rules, applicable laws
and regulations or any supplied documentation; (b) any use of eRXTM System in combination with other
products, equipment, software services or data not supplied or approved of by System Provider where
the infringement would not have occurred but for such combination; (c) System Provider's compliance
with Subscriber's or any County Recorder s hardware or software requirements, specifications or
instructions; (d) any modification of the eRXTM System not made by System Provider or at its express
direction; or (e) any Subscriber data accessed, retrieved, uploaded, downloaded, stored, played,
displayed, performed or otherwise processed by the eRXTM System. System Provider's indemnification
obligation hereunder shall be in accordance with and conditioned upon the terms of this Section 11.2
and the rest of Section 11 In connection with Service Provider's indemnification obligation under this
Section 11.2, System Provider will, at its expense: (1) procure for Subscriber the right to continue using
the eRXTM System or (2) replace or modify the eRXTM System so that it becomes non -infringing. If neither
option is available to System Provider through the use of commercially reasonable efforts, Subscriber
will cease using the eRXTM System, and System Provider will refund all amounts paid by Subscriber to
System Provider during the three months preceding the event which gave rise to the cause of action.
11 3Limitations of Liability. SYSTEM PROVIDER'S LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO
THE AMOUNT PAID BY SUBSCRIBER TO SYSTEM PROVIDER FOR THE THREE (3) MONTHS PRECEEDING
THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION FOR LIABILITY. NOTWITHSTANDING THE
ABOVE IN NO EVENT SHALL SYSTEM PROVIDER HAVE ANY LIABILITY FOR ANY SPECIAL INDIRECT,
INCIDENTAL EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER SUCH DAMAGES
RELATE TO CLAIMS UNDER SECTION 11.2 ANY OTHER PROVISION OF THIS AGREEMENT OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST PROFITS, LOSS OF USE OF THE
SYSTEM, LOSS OF DATA, INTERRUPTION OF BUSINESS OR LOSS OF BUSINESS GOODWILL OR BUSINESS
REPUTATION, WHETHER THE RELATED CLAIM IS UNDER THEORY OF CONTRACT TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SYSTEM PROVIDER HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH LOSS OR DAMAGE, UNLESS CAUSED BY THE NEGLIGENCE OF SYSTEM
PROVIDER SYSTEM PROVIDER ACKNOWLEDGES IT IS SOLELY RESPONSIBLE TO MAINTAIN THE INTEGRITY
OF THE DATA/CONTENT AS IT IS TRANSMITTED BETWEEN SUBSCRIBER AND COUNTIES.
12. Payments. Subscriber shall be responsible for the payment of any Fees and Charges
associated with Subscriber's use of the eRXTM, described in the Exhibit A. Fees and Charges will be due
thirty (30) days after receipt of invoice. Subscriber shall pay System Provider interest on the outstanding
amount of any invoice past due at the rate of interest equal to one percent (1%) per month on any
amount not timely paid from and after the due date, calculated on a daily basis. System Provider's
election to impose such late charges shall not limit System Provider's other rights and remedies under
this Agreement, and shall not be deemed to be an election of remedies.
13. Term and Termination.
13.1 Term. This Agreement shall commence on the Effective Date and shall continue until
the first (15Y) anniversary of the Effective Date, unless terminated earlier in accordance with Section
13.2 The Term shall automatically renew for additional one (1) year periods unless either Party
provides the other with notice of its intent to terminate.
ACS Title Records Corporation 5 Confidential and Proprietary
13.2 Events of Termination. Either party may terminate this Agreement immediately upon
n otice to the other party in the event that (a) such other party (in the case of Subscriber) fails to timely
pay any Fees or Charges required to be paid; (b) such other party (i) fails to pay its obligations to its
creditors as they generally become due, (ii) becomes insolvent, (iii) declares bankruptcy (iv) becomes
the subject of any proceedings seeking relief reorganization or rearrangement under any laws relating
to insolvency (v) makes an assignment for the benefit of creditors or (vi) commences the liquidation,
dissolution or winding up of its business or (c) such other party fails to comply with the terms of this
Agreement (other than those in (a) or (d)) and such failure continues for fifteen days after notice; or (d)
such other party fails to a provision of this Agreement which would materially impair the legal
e nforceability or admissibility of a Document
14. Other Provisions.
14.1 Compliance with Law. Each party shall comply with, and shall use reasonable efforts to
require that its respective employees, affiliates and agents comply with, applicable laws and regulations
relating to the use of the eRXTM System, including any applicable exports laws In performing its
respective obligations under this Agreement, neither party shall be required to undertake any activity
that would violate any applicable laws or regulations.
14.2 Force Majeure. Neither Party shall be responsible for performance of its obligations
u nder this Agreement to the extent that the Party and/or its designated representatives or
subcontractors are prevented from performing such obligations clue to circumstances beyond their
reasonable control including, but not limited to, strikes labor disputes, fire, "acts of God", wars,
terrorism unavoidable or unforeseen conditions or additional requirements imposed by governmental
agencies.
14.3 Assignment. Neither party shall assign this Agreement or any part hereof or any benefit
o r interest herein or hereunder without the prior written consent of the other party; provided, however,
that without the prior consent of the other party either party shall have the right to assign this
Agreement to any acquirer of all or substantially all of the assets of such party provided further, that in
n o event shall either party make any assignment to any competitor of the other party, as reasonably
determined by such other party. In all cases, each party shall use reasonable efforts to consult with the
other party prior to any assignment. In the event of any such assignment of this Agreement by either
party, the designated assignee shall assume, in writing (in form and substance reasonably satisfactory to
the other party), the rights and obligations of the assigning party under this Agreement; provided,
however, the assigning party shall remain liable for performance of its obligations under this Agreement
prior to such assignment. Subject to the foregoing this Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and permitted assigns.
14.4 Relationship of Parties. Each party hereto is acting only as an independent contractor to
the other party. Notwithstanding any provision of this Agreement to the contrary, this Agreement
e stablishes and shall only be construed as establishing a contract between unrelated business entities
for the usage, support and maintenance of the CRXTM System, including certain public key infrastructure
functions related thereto, and does not and shall not be deemed to create a partnership, joint venture,
agency or any other type of joint relationship. There are no third party beneficiaries in connection with
this Agreement.
ACS Title Records Corporation 6 Confidential and Proprietary
14.5 Notice. Wherever under this Agreement one party is required or permitted to give
notice to the other party, such notice shall be in writing and shall be delivered personally, sent by
facsimile transmission, sent by nationally recognized express courier or sent by certified, registered, first
class mail Any such notice shall be deemed given when actually received when so delivered personally,
by facsimile transmission or by express courier, or if mailed, on the fifth day after its mailing, postage
prepaid to the recipient party addressed as follows:
If to Subscriber, to it at the address set forth on ExhibitA
If to ACS, to it at:
Title Records Corporation
Attn: Vice President, General Manager
2800 Mockingbird Lane
Dallas, TX 75235
214 902 5011 (fax)
Either party may change its address for notices upon giving ten (10) days written notice of the change to
the other party in the manner provided above.
14.6 Severability. If any provision of this Agreement or the application of any such provision
to any person or circumstance, shall be declared judicially to be invalid, unenforceable or void, such
decision shall not have the effect of invalidating or voiding the remainder of this Agreement, and it is the
intent and agreement of the parties that this Agreement shall be deemed amended by modifying such
provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or,
if such modification is not possible, by substituting therefore another provision that is legal and
e nforceable and that achieves the same objective.
14.7 Amendment. This Agreement may not be modified or amended except by a written
instrument executed by or on behalf of each of the parties to this Agreement.
14.8 Waiver. The observance of any term of this Agreement may be waived by the party
e ntitled to enforce such term, but such waiver shall be effective only if it is in writing and signed by the
party entitled to enforce such term and against which such waiver is to be asserted. No delay or
omission on the part of any party in exercising any right or privilege under this Agreement shall operate
as a waiver thereof nor shall any waiver on the part of any party of any right or privilege under this
Agreement operate as a waiver of any other right or privilege under this Agreement nor shall any single
o r partial exercise of any right or privilege preclude any other or further exercise thereof or the exercise
of any other right or privilege under this Agreement.
14.9 Incorporation by Reference. This Agreement expressly includes the User Guide as
u pdated from time to time the Exhibits, Addenda and Schedules (if any, in each instance), all of which
are expressly incorporated by reference.
14.10 Entire Agreement. This Agreement (including any Exhibits, Addenda and Schedules (if
any, in each instance)) constitutes the entire agreement between the parties with respect to the subject
ACS Title Records Corporation 7 Confidential and Proprietary
matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether
written or oral, between the parties with respect to the subject matter hereof. There are no
representations, understandings or agreements relating to this Agreement that are not fully expressed
in this Agreement.
14.11 Governing Law. This Agreement will be governed by and construed in accordance with
the laws other than choice of law rules of the State of Texas.
14.12 Resolution by Internal Escalation. Prior to the initiation of any action or proceedings
u nder this Agreement to resolve disputes between the Parties, the Parties shall make commercially
reasonable efforts to resolve any such disputes by means of internal escalation and negotiation between
senior representatives of the Parties with decision -making authority. Either Party may initiate
n egotiation proceedings by writing a notification letter to the other Party setting forth the particulars of
the dispute, the terms of the Agreement involved and the suggested resolution of the dispute.
14.13 Non -Binding Mediation. In the event the Parties cannot agree upon an acceptable
resolution process by internal escalation attempts, either Party may then elect to initiate non -binding
mediation. Either Party may commence mediation through the Judicial Arbitration and Mediation
Service, ("JAMS"), by providing to JAMS and the other Party a written request for mediation, setting
forth the subject of the dispute in the relief requested. The Parties will cooperate with JAMS and with
o ne another in selecting a mediator from JAMS panel of neutrals, and in scheduling the mediation,
which will be held in Dallas or Ft. Worth, Texas. The Parties covenant that they will participate in the
mediation in good faith Each party will be responsible for its own costs and expenses. All offers,
promises, conduct and statements, whether oral or written made in the course of the mediation by any
of the Parties, their agents, employees experts and attorneys, and by the mediator and any JAMS
e mployees are considered confidential, privileged and inadmissible for any purpose in any other
proceeding involving the Parties provided that evidence that is otherwise admissible or discoverable
shall not be rendered inadmissible or non -discoverable as a result of its use in the mediation. Mediation
may continue after the commencement of an arbitration proceeding, if the parties so desire.
14.14 Binding Arbitration. If the dispute between the Parties cannot be resolved via internal
e scalation or non -binding mediation as set forth above following the date of the notification letter
setting forth the particulars of the dispute either Party may initiate binding arbitration proceedings
pursuant to the Commercial Arbitration Rules established by JAMS then in effect. Such arbitration shall
take place in Dallas or Ft. Worth, Texas, and shall apply the governing law of this Agreement. The
arbitration shall be conducted before one neutral arbitrator, whom the Parties shall mutually select.
The decision or award of the arbitrator shall set forth the basis for the decision or award, and shall be
final, non -appealable (to any court of competent jurisdiction) and binding upon the Parties, and may be
e nforced and executed upon in any court having jurisdiction over the Party against whom the
e nforcement of such decision or award is sought. The prevailing Party in the arbitration proceedings
shall be entitled to recover from the other Party its reasonable attorneys' fees and costs associated with
the arbitration proceedings.
14.15 Injunctive Relief. Each of the Parties acknowledges that any dispute or material breach
of this Agreement may cause the other Party immediate and irreparable injury not adequately
compensable in damages alone. Therefore, the provisions of this dispute resolution section shall not
preclude either Party from seeking immediate preliminary, temporary or permanent injunctive relief in
ACS Title Records Corporation 8 Confidential and Proprietary
addition to liquidated damages and all other available remedies in law or in equity without the need to
first exhaust the dispute escalation procedures set forth therein.
15 Authorization. Subscriber is properly authorized to sign and deliver this Agreement and
to use the eRXTM System pursuant to this Agreement and related materials, copies of which have been
delivered to Subscriber. The individual signing this Agreement on behalf of Subscriber is duly authorized
to do so.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the Effective Date.
City of Fort Worth
Fernando Costa
Assistant City Manager
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Leann Guzman
Assistant City Attorney
City Secretary
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ACS Title Records Corporation 9 Confidential and Proprietary
Electronic Recordation Exchange subscriber Agreement
EXHIBIT A
Subscriber Specific Information
Effective Date:
Subscriber Information:
Organization Name City of Fort Worth
Address: 900 Monroe St Suite 404
Fort Worth, TX 76102
Federal Taxpayer I.D. 1-75-6000528-6,
Type of Entity Municipal Government
State of Incorporation N/A
Primary Manager Details: Deanna Cody (Name)
Right of Way and Easement Manager (Title)
817-392-8379 (Phone)
817-392-7591 (Fax)
deanna.cody@fortworthgov.org (Email)
System Administrator
Lexington Wright (Name)
Land Agent (Title)
817-392-8538 (Phone)
817-392-7591 (Fax)
Lexington.wright@fortworthgov.org (Email)
Average Number Documents Recorded each month 40
Fees and Charges:
Fee Type
Electronic Recording Services per recorded document
Price
$2.00
ACS Title Records Corporation 10 Confidential and Proprietary
Recording Fees
Subscriber is responsible to arrange for payment of the recording fees and any related transfer taxes
required by the County. eRX "I provides multiple options for electronic payment of County Recording
Fees and Charges as well as payment of the eRX TM Service Fee.
eRX TM Service Fee
Subscriber is responsible for timely payment of the eRX Service Fees as defined in Section 12 of this
Agreement. Subscriber will receive a monthly invoice with a detailed reconciliation of all charged by
document and Subscriber Reference Numbers. The invoice will be provided by the fifth working day of
each month for the documents recorded in the previously calendar month.
For those clients wishing to pay by Wire Transfer to establish an eRX TM Escrow Account,
1. Submitter will make an initial deposit by wire to the eRX TM Clearing Account. This deposit
will be maintained in escrow to pay the county recording fees between settlement periods.
2. At the beginning of each settlement period, you will receive an electronic invoice of the
documents recorded during the previous period. You will also receive instructions on how
to retrieve the report online. The report will contain a detailed accounting of all
transactions and documents recorded during the previous period. The file is in an Excel
format to allow you to further sort and total or import into your accounting system.
From this report, you will generate a wire transfer to our account below to pay for the
recording fees processed for the previous month. We will be paying the counties on a daily
basis for the recordings. Your wire will serve to repay your escrow account with eRX. We
should receive a credit confirmation from our bank whenever they receive a wire from you.
Please generate the wire to the following account:
Bank Name. Wells Fargo Bank
Account Name: Affiliated Computer Services, Inc.
Routing Number: 121000248
Account Number: 410-0058684
4. At the end of each month, we will generate an electronic report of the recordings for the
month. This listing will serve as the invoice to you for payment of the eRXTM Service Fees.
You may pay these fees through the same wire procedure above, or by check.
5. If at any point, the total fees for the month begin to exceed your original escrow deposit, we
will notify you to increase your escrow account. We will provide a full reconciliation of your
eRX TM escrow account on a monthly basis.
ACS Title Records Corporation 11 Confidential and Proprietary
EXHIBIT B
SERVICES AND SUPPORT
Services
Subscriber is responsible for obtaining Internet Access in order to access the system.
Processing of documents submitted to County Recorders is subject to County service levels. Subscribers
will be notified of completed recording via the eRXTM System.
Support
ACS will use commercially reasonable efforts to maintain operating hours with on -site and on -call
Technical Support (which may include 'Help Desk" support) in accordance with the Scheduled Service
Hours below. ACS will use commercially reasonable efforts to provide SIXTY (60) days notice for any
changes in the scheduled support hours. ACS will also use commercially reasonable efforts to notify
Users of any unscheduled or emergency maintenance.
Scheduled Service Hours
Monday - Friday 7:00 AM - 8:00 PM Eastern Time
Emergency Maintenance
When emergency maintenance is required, ACS shall endeavor to provide the greatest amount of lead-
time commercially possible and endeavor to provide a commercially reasonable solution that attempts
to minimizes the impact on the eRXTm Users.
Support Center
The ACS Support Center provides a single point of contact for addressing all activities involving problem
reporting, recovery, escalation and management.
Contact Information:
Toll Free Telephone Number 1888 816 4321
ACS Title Records Corporat►on 12 Confidential and Proprietary