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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, "System Provide�") and The City of Fort
Worth, Housing & Economic Development Department, ("Subscriber"). 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. System Provider developed, operates and maintains a web-based service that
allows organizations to connect to various County Recorders for electronic recordation of
land records (the "Elecfronic Recordation Exchange" or "eRXT"" ")
2. General Intent. Subscriber will, consistent with the terms of this Agreement, use eRXT"' 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 eRXT"'
system or any component of the eRXT"' 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 eRXT"'
system. Subscriber shall be responsible for reviewing all announced changes to the eRXT'"
system and for communicating all announced changes to Subscriber's Users (as defined
below) of the eRXT"" system.
4. Eligibility. Various County Recorders have or are expected to subscribe to the eRXT"'
system and will provide System Provider with their specific requirements for electronic
recordation. The eRXT"' 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. System Provider will use commercially
reasonable efforts to notify Subscriber from time to time as additional Counties subscribe to
the eRXT"' system. Subscribing County Recorders, by way of accepting the System Rules
(as defined below) and the eRXT"' system, agree that they will accept electronic records for
electronic recording from Subscriber.
5. System Rules.
5.1 Use of eRXT"'. Subscriber shall use, and shall cause any Subscriber's employees or
agents that use the eRXT'" system, including System Administrators (as defined below)
("User") to use, the eRXT"' system in accordance with the System Rules as found in the
eRXT"' 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 indemnify and
hold System Provider and the other Subscribers harmless from the misuse of the eRXT"'
system by any of its Users, including any tortious, intentional or negligent acts or any
violation of this Agreement by any of its Users, including any violation of the Systems
Rules.
Title Records Corporation Page 1 of 15 Co n roprie ary
Housing & Economic Development E-Recording Agreement ������'�'�' ���'���
CITY S�CRETARY
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5.2 Acceptance of Electronic Siqnatures and Records. Subscriber acknowledges that the
eRXI'M 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 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 eRXT"' 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 Siqnatures. By use of electronic or digital certificates by Users to sign
documents processed by the eRXT"' 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 Comp/eteness. 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 eRXT"" system.
6. System Administrators. Subscriber will designate certain employees or agents to be
responsible for managing the tools and resources required to use the eRXT"' system
including the registration of Users ("System Administrators"). The System Administrator
will identify the Users authorized to use the eRXT"' system. Each System Administrator is
specifically authorized to act for and on behalf of Subscriber in establishing and maintaining
Subscriber's use of the eRXi'M 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 eRX�'M System, including without limitation:
(a) the improper enrollment or termination of individual Users;
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Housing & Economic Development E-Recording Agreement
(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 Adminis#rator which adversely
affects (i) the security and integrity of the eRXI'M System, (ii) the reliability, integrity
or accuracy of any document or any other information within the eRXrM 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 eRXT"' 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 eRXT"' system. The eRXT"' system, including without limitation, the
software, documentation and other intellectual property rights related thereto, and any
modifications and enhancements to the eRXT"' 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 eRXT"" system, including without limitation, the software, documentation,
and other intellectual property rights related thereto, and any modifications and
enhancements to the eRXT"" system, other than the right to use the eRXT"" 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.
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Housing & Economic Development E-Recording Agreement
10.1 Svstem Operation. Subscriber acknowledges that the description of the eRX's
operation and the Scheduled Service Hours related to the operation of the eRXT""
system are 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 eRXT"" SYSTEM OR ITS SERVICES,
INFORMATION, DOCUMENTS OR OPERATIONS.
10.2 Information Assets. THE INFORMATION AND DOCUMENTS MAINTAINED IN THE
eRXT'" 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 ERXT"' 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 eRXT"' SYSTEM
ON WHICH SUBSCRIBER RE�IES IN ITS USE OF THE eRXT"' SYSTEM.
SUBSCRIBER 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, FAU�TY, 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 eRXT'" SYSTEM WILL BE
UNINTERRUPTED OR THAT THE eRXT"' SYSTEM OR ITS DOCUMENTS OR
INFORMATION WILL BE ERROR-FREE, SUBJECT TO GOA�S OF SYSTEM
PROVIDER SET FORTH IN THE eRXT'" USER GUIDE AND EXHIBIT B, EXCEPT
AS SET FORTH IN THIS AGREEMENT.
11. Indemnification; Limits of Liability.
11.1 Obliqations of Subscriber. Subscriber shall indemnify and 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 eRXT"' system in accordance with the terms and conditions of this
Agreement or has otherwise failed to comply with the terms of this Agreement or
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Housing & Economic Development E-Recording Agreement
(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 Obli.pations of Svstem Provider. System Provider shall indemnify and hold Subscriber
harmless from and against, any damages, losses or claims that arise from any
allegation that Subscriber's use of the eRXT"' 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; 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 eRXT"' system not in accordance with this Agreement, the Systems Rules,
applicable laws and regulations or any supplied documentation; (b) any use of eRXT"'
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 eRXT"' 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
eRXT"' 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 eRXT"' system or (2) replace or modify the eRXT'" 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 eRXT"' system,
and System Provider will refund all amounts paid by Subscriber to System Provider
during the three (3) months preceding the event which gave rise to the cause of action.
11.3 Limitations of Liability. SYSTEM PROVIDER'S CUMULATIVE AGGREGATE
LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNT PAID BY
SUBSCRIBER TO SYSTEM PROVIDER FOR THE THREE (3) MONTHS
PRECEDING 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
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Housing & Economic Development E-Recording Agreement
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. 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 eRXT'", 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 shali
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 third (3`d) 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 at
least ninety (90) days in advance of the renewal.
13.2 Events of Termination. Either party may terminate this Agreement immediately upon
notice 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 (15) days after notice; or (d) such other party fails to a
provision of this Agreement which would materially impair the legal enforceability 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 eRXT"' 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 Maleure. Neither party shall be responsible for performance of its
obligations under this Agreement to the extent that the party and/or its designated
representatives or subcontractors are prevented from performing such obligations due
to circumstances beyond their reasonable control including, but not limited to, strikes,
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Housing & Economic Development E-Recording Agreement
labor disputes, fire, "acts of God", wars, terrorism, unavoidabie 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 or 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 no 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 establishes and shall only be construed as establishing a contract
between unrelated business entities for the usage, support and maintenance of the
eRXT"' 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.
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 Exhibit A
If to System Provider, to it at:
Title Records Corporation
Attn: Vice President, General Manager
2800 Mockingbird �ane
Dallas, TX 75235
214 902 5011 (fax)
With a copy to:
Title Records Corporation
Attn: Group Counsel - Commercial
2828 N. Haskell Avenue
Title Records Corporation Page 7 of 15 Confidential and Proprietary
Housing & Economic Development E-Recording Agreement
Dallas, Texas 75204-2909
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 enforceable
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
entitled 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 or
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
updated 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 Aqreement. 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 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 Governinp 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. If the dispute between
the parties cannot be resolved via internal escalation as set forth below, Subscriber
and System Provider each agrees to submit itself to the jurisdiction of the federal or
state courts located in Dallas, Texas, in any action which may arise out of, in
connection with or by virtue of this Agreement and said courts will have exclusive
jurisdiction over all actions between Subscriber and System Provider and all matters
related thereto. However, System Provider may seek judicial relief in any court of
competent jurisdiction in actions to obtain injunctive relief for enforcement of System
Provider' rights to confidential and proprietary information or materials.
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Housing & Economic Development E-Recording Agreement
14.12 Resolution by Internal Escalation. Prior to the initiation of any action or proceedings
under 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 negotiation 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 Iniunctive 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 frorn seeking immediate
preliminary, temporary or permanent injunctive relief in 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. Taxes
15.01 Definitions.
(a) Excluded Taxes means (i) Taxes on System Provider's income, capital,
employment, (ii) Taxes for the privilege of doing business, (iii) personal property tax
on equipment owned by System Provider, and (iv) Taxes on any goods and
services used on consumed in providing the Services (including services obtained
from subcontractors and/or System Provider affiliates) where the Tax is imposed on
System Provider's acquisition or use of such goods and services and the amount of
Tax is measured by System Provider's costs in acquiring, or the value associated
with such goods and services.
(b) Taxes means any and all taxes of any kind or nature, however denominated,
imposed or collected by any governmental entity, including but not limited to federal,
state, provincial, or local net income, gross income, sales, use, transfer, registration,
business and occupation, value added, excise, severance, stamp, premium, windfall
profit, customs, duties, real property, personal property, capital stock, social
security, unemployment, disability, payroll, license, employee or other withholding,
or other tax, of any kind whatsoever, including any interest, penalties or additions to
tax or additional amounts in respect of the foregoing.
(c) Transaction Taxes means any and all Taxes that are required to be paid in respect
of any transaction and resulting Charges under this Agreement and any transaction
documents, including but not limited to (i) sales, use, value added, Goods and
Service Tax (GST). Harmonized Sale Tax (HST), Quebec Sales Tax (QST),
Provincial Sales Tax (PST), services, rental, excise, transactionally-based gross
receipts, and privilege Taxes, and (ii) environmental levies or copyright levies not
required on import (e.g. Belgium, Denmark, Germany and Spain), plus any interest
and/or penalty thereon.
(d) Withholding Taxes means any and all Taxes or amounts that a Subscriber or
Subscriber Affiliate is required by applicable law to withhold or deduct from any
Charge payable pursuant to this Agreement.
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Housing & Economic Development E-Recording Agreement
15.02 Taxes.
(a) Charges are exclusive of any and all Transaction Taxes. Subscriber shall pay,
reimburse and indemnify System Provider for any and all applicable Transaction
Taxes, which will be included in System Provider's invoice unless (i) Subscriber
timely provides, and System Provider accepts proof of Subscriber's tax-exempt
status or, (ii) System Provider is not registered to collect Transaction Taxes in a
particular tax jurisdiction, in which case, Subscriber shall be responsible for self-
reporting and remitting Transaction Taxes directly to the taxing authority.
Subscriber shall not be responsible for Excluded Taxes. If a taxing authority
determines that System Provider did not collect all Transaction Taxes, Subscriber
shall remain liable to System Provider for such additional Transaction Taxes until
six (6) months after the expiration of the statute of limitations (as extended) for
such Transaction Tax.
(b) System Provider and Subscriber each agree to take commercially reasonable
steps to cooperate with each other in order to minimize Taxes (including
Transaction Taxes and Withholding Taxes) imposed with respect to the
transactions contemplated by this Agreement to the extent permissible under
applicable law.
(c) Subscriber agrees to pay any Transaction Taxes or Withholding Taxes imposed as
a result of Subscriber's request to pay Charges internationally (i.e., to be billed in
one country for products or Services provided in a different country or relocate
products outside the country of original delivery), including all Transaction Taxes or
Withholding Taxes imposed with respect to any inter-company billing of products or
Services.
(d) Where Subscriber believes in good faith that Subscriber has an obligation to
deduct Withholding Taxes from any payment due to System Provider under this
Agreement, Subscriber shall timely notify System Provider in writing of such
requirement at least thirty (30) days prior to withholding any such Withholding
Taxes. Subscriber and System Provider shall cooperate to minimize or eliminate
the amount of any Withholding Tax; all Withhold Tax shall be at the lowest rate
permitted by applicable law. Subscriber shall provide System Provider with such
instruments, documents or assurances and take such other actions as shall be
reasonably requested by System Provider to obtain a reduction in, elimination of,
or credit for any Withholding Taxes imposed on any payment due to System
Provider under this Agreement. Subscriber shall promptly furnish to System
Provider receipts and other documents (as reasonably required by System
Provider) evidencing the payment of any such Withholding Taxes and shall timely
report and remit such Withholding Taxes to the appropriate taxing authority. To the
extent Subscriber fails to timely provide System Provider with such Withholding
Tax receipt or other documentation, Subscriber shall pay to System Provider an
additional amount so that System Provider has received an actual cash payment
(net of all Withholding Taxes) equal to the payment which System Provider would
have received had no Withholding Tax been imposed.
(e) INTENTIONALLY DELETED
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Housing & Economic Development E-Recording Agreement
16. Authorization. Subscriber is properly authorized to sign and deliver this Agreement and to
use the eRXT"' 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
By: L�
Fernando Costa, Assistant City Manager
Date: �o�s�3
APPROVED AS TO LEGALITY AND FORM
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A�istant City Attorne
At�ested by:
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Title Records Cor ration
By:
Name: �u�O�✓� 1�'. �t,��',�►'lti
Title: �;ee Ptns�d�fi
Date (��20�/�
�` 4
OFFICIAL RECORD
CITY SECRETARY
�T. WORTH, TX
Title Records Corporation Page 11 of 15 Confidential and Proprietary
Housing & Economic Development E-Recording Agreement
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ExHIBir A
Subscriber Specific Information
Effective Date: May 1, 2013
Subscriber Information:
Organization Name
Address:
Federal Taxpayer I.D.
Type of Entity
State of Incorporation
City of Fort Worth
Subscriber Agreement
Housing & Economic Development Department
1000 Throckmorton
Fort Worth, TX 76102
75-600528
Home Rule Municipal Corporation
Texas
Primary Manager Details: Avis Chaisson (Name)
Community Development Manager (Title)
817-392-6342 (Phone)
817-392-7328 (Fax)
avis.chaisson@fortworthtexas.gov (Email)
System Administrator Cynthia Garcia (Name)
Assistant Director (Title)
817-392-7540 (Phone)
817-392-7328 (Fax)
cynthia.garcia@fortworthtexas.gov(Email)
Average Number pocuments Recorded each Month 50
XEROX Title Records Corporation
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Confidential and Proprietary
Housing & Economic Development E-Recording Agreement
Fees and Charges:
Fee Type ' Price
Electronic Recording Services per recorded document $2.00
System Provider shall have the right to adjust the Fees and Charges on an annual basis, with
such adjustment increase not to exceed 15% per annum. System Provider shall electronically
notify Subscriber of any change in the transaction types, Fees and Charges at least thirty (30)
days before they become effective.
Recording Fees
Subscriber is responsible to arrange for payment of the recording fees and any related transfer
taxes required by the County. Subscriber authorizes System Provider, to electronically charge
the bank account below for payment of recording fees associated with the processing of
electronic recording transactions through eRXT"'. Charges to the account will occur on the day
the transactions are recorded in the amount required by the receiving County. A full
reconciliation of all charges will be provided.
eRX T"' 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 T"^ Escrow Account,
Submitter will make an initial deposit by wire to the eRX T"" 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.
3. 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.
Title Records Corporation Page 13 of 15 Confidential and Proprietary
Housing & Economic Development E-Recording Agreement
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 eRXT""
Service Fees. You may pay these fees through the same wire procedure above.
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 T"' escrow account on a monthly basis.
Subscriber is responsible for timely payment of the eRX T"' 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.
Title Records Corporation Page 14 of 15 Confidential and Proprietary
Housing & Economic Development E-Recording Agreement
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 eRXT"' system.
Support
System Provider 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. System Provider will use commercially reasonable efforts
to provide sixty (60) days notice for any changes in the Scheduled Service Hours. System
Provider 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, System Provider 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 eRXT"' Users.
Support Center
The System Provider 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 1 888 816 4321
Title Records Corporation Page 15 of 15 Confidential and Proprietary
Housing & Economic Development E-Recording Agreement