HomeMy WebLinkAboutContract 53908-R1DocuSign Envelope ID: 78E62EC2-9C52-41E3-9908-4A681C24EAB4
CSC No. 53908-R1
CITY OF FORT WORTH
CONTRACT RENEWAL NOTICE
Apri128, 2021
Corporation Service Company
Attn: Accounting
919 N 1000 W
Logan, UT 84321
Re: Contract Renewal Notice
Contract No. CSC No. 53908 (the "Contract")
Renewal Term No. 1: May 04, 2021 to May 03, 2022
The above referenced Contract with the City of Fort Worth expires on May 03, 2021 (the
"Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City.
This letter is to inform you that the City is exercising its right to renew the Contract for an
additional one (1) year period, which will begin immediately after the Expiration Date. All other
terms and conditions of the Contract remain unchanged. Please return this signed
acknowledgement letter, along with a copy of your current insurance certificate, to the
address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to
provide a signed acknowledgment does not affect the renewal.
Please log onto PeopleSoft Purchasing at http://fortworthtexas.gov/purchasing to insure
that your company information is correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice, please contact me at
the telephone number listed below.
Sincerely,
Ricky Salazar, Real Property Manager
900 Monroe St., Ste. 400
Fort Worth, TX. 76102
Ricardo. Salazar(c�FortWorthTexas.Gov
817-392-8379 �
OFFICIAL RECORD
CITY SECRETARY
FT. W�RTH, TX
Contract Renewal Page 1 of 2
DocuSign Envelope ID: 78E62EC2-9C52-41E3-9908-4A681C24EAB4
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ACCEPTED AND AGREED:
CITY OF FORT WORTH
�'`IGl �Gt,�AGLG�O
B Dana Burghdoff (M y 6, 2021 :3�
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Name: Dana Burghdoff
Title: Assistant City Manager
APPROVAL RECOMMENDED:
l��7�,a.S:.la
B�: Steve Co�ke (May 5, 2021 16:46 CDT)
Name: Steve Cooke
Title: Property Management Director
ATTEST:
,lyd2 /C�/2i.�'i.-eGri � �df�i�G�
r Ronald P. 6onzalcs (May 21, 202113: CDT)
Y� _,_
Name: Mary J. Kayser
Title: City Secretary
Corporation Service Company
DocuSigned by:
,��In,ln,(FGV' �C,I�Ubin,
By. OA686E5391B1416... . ,
Name: �ennifer Kenton
Title:
Executive vice President
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
' �� ;,{ �.�
By: �
Name: Ricky Salazar
Title: Real Property Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name
Title:
����� �����
Matthew A. Murray
Assistant City Attorney II
CONTRACT AUTHORIZATION:
M&C: No M&C Required
Date Approved: N/A
Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. W�RTH, TX
Contract Renewal
Page 2 of 2
DocuSign Envelope ID: 78E62EC2-9C52-41E3-9908-4A681C24EAB4
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CSC No. 53908
CSC Electronic Recording Services
Agreement
A Response to City of Fort Worth, TX
Prepared for: �ot� o� F�r� VVor�h, TX
Prepared by:
Andrew Singleton
Prepared or�:
March 27, 2020
CSC� 251 Little Falls Drive Wilmington, DE 19808-1674
Phone: 800-927-9800 x 63134
Phone: 302-636-5401 x 63134
Fqx: 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 c0 2020 Corporarion Service Company. All Rights Reserved.
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DocuSign Envelope ID: 78E62EC2-9C52-41E3-9908-4A681C24EAB4
CSC N o. 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')
251 Little Falls Drive
Wilmington, Delaware 19808
Attn: General Counsel
and City of Fort Worth, TX ("Submitter")
200 Texas St.
Forth Worth, Texas, 76102
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 user(s) ("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 violation(s) of this subparagraph.
2. OWNERSHIP RIGHTS
Intellectual Pro.pertv. 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, marlcs, 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 not be 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 e�enses (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. Tn 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 Recording Qffi�e far'Recording `; �
Fees associated with documents that were recorded on behalf of Submitter the previous busihes�-da�.
,
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DocuSign Envelope ID: 78E62EC2-9C52-41E3-9908-4A681C24EAB4
(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 Ontions. Submitter may choose one of two options to fund payment of Recording Fees for the document
recordings:
A. CSC will direcdy 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 eyuipment 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. Reyuired 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 jor 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.
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(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.
C'JtK�I►`I y h7 �1�`Y li /:1 il Y 11'1
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.
5. REPRESENTATIQNS 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.
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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 soflware, 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, REPRESENTATNES, 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 LIABILIT�, 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.
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(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
Qffice; 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: Severabilitv. 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.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
CORPORATION SERVICE COMPANY�
- ;���
r• ry�
SIGNED
Mark Rosser
PRINT NAME
Senior Vice President
TITLE
March 27, 2020
DATE
CITY OF FORT WORTH, TX
��� S�
�lonlca SaGnas (MayS, 202116:50 CDT)
SIGNED
PRINT NAME
TITLE
May 5, 2021
DATE
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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-help cscglobal.com (M-F, 8am - 8pm Eastern Time)
Transaction Service Fee Per Electronicallv Recorded Document
Electronically Recorded Document - Leve12 ................................................................................... $4.00
Service Fees will be billed and paid on a daily basis. Terms will be payable upon receipt.
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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
provisians 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 af 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 pariy 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.
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DocuSign Envelope ID: 78E62EC2-9C52-41E3-9908-4A681C24EAB4
c. Fiscal Fundin�. 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 af the Parties. In the event that the Agreement is
ternunated 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. Attornevs' Fees, Penalties, and Liquidated Dama�. 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 provisians 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
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DocuSign Envelope ID: 78E62EC2-9C52-41E3-9908-4A681C24EAB4
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
7. Sovereign Immunitv. Nothing herein constitutes a waiver of City's savereign
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 Liabilitv 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 ta 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 ta 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 af 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 reasanably
Addendum to
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DocuSign Envelope ID: 78E62EC2-9C52-41E3-9908-4A681C24EAB4
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
understoad 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 portians 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 Controllin�. If any provisions of the attached Agreement, conflict
with the terms herein, are prohibited by applicable law, conflict with any applicable rule,
regulatian 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 ernployees who perfarm 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
perfarmed by any Vendor employee who is not legally eligible to perform such services.
VENDOR SHALL INDENINIFY 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 ternunate this Agreement for violations of this provision by Vendor.
14. No Bovcott 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 cantract
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 af 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, Yendor
certifies that Yendor's signature provides wriiten verification to City that Yendor: (1) does not
boycott Israel; and (2) wzll not boycott Israel during the term of the Agreement.
15. Right to Audit. Not more often than once per calendar year and subject to
Vendar'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
DocuSign Envelope ID: 78E62EC2-9C52-41E3-9908-4A681C24EAB4
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
DocuSign Envelope ID: 78E62EC2-9C52-41E3-9908-4A681C24EAB4
ACCEPTED AND AGREED:
CITY:
City of Fort Worth
%�CLtL�L �_ �:e'2�%> e���
By:
Dana Burghdoff (M11ay 3, 20 ��
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Ma)/ 3� 2020
Approval Recommended:
By: �
Name: Roger Venables
Title: Assistant Director, Properly Management
�=k:.:
Attest: �' ;� 1 c� 1 R I`,`"
;'.�, ... tr�.+; �
,��, ..f�,. �.:,`�;
� , � � �s<� �:,
� a"a ,� t�_ `.,`�',
p �
r��``' �-�� , � : �.::.� ��'' j '
By: �._ ,
Name: Mary Kayser �� �,�'° ; ��'��``��� �yR
Title: City Secretary
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
,� � , �
By:
�� �
Name: Ricky Salazar
Title: Real Property Manager
Approved as to Form and Legality:
M�hf Murruy
By; n,act n,�r�ay. c„ay i, zo�o�
Name: Matthew A. Murray
Title: Assistant City Attorney
Contract Authorization:
M&C: No M&C required
Ordinance NO. 24161-04-2020
VENDOR:
Corporation Service Company
By: —���
Name: Mark Rosser
Title: Senior Vice President
Date: May 13� 2020
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Addendum to i
CSC Electronic Recording Services Agreement Page 6 of 6