HomeMy WebLinkAboutContract 44611 I-WrARY
COWRACT
M: L
rHIS 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. by and between Title
Records Corporation, a Delaware corporation, "System r v de ' and The City of Fort
Worth, Housing Economic Development Department,, "Subscr r"). In consideration of
the promises and covenants set forth herein and for other good and valuable consideration, the
receipt and sufficiency of hic 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 "Electronic Recordation Exchange" or 64eRXTMY).
2. General Intent. subscriber will, consistent with the terms of this Agreement, use eRXT11 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 (collectively,
the "Services"'). subscriber understands that updates to or enhancements of the a TM
system or any comp ponent of the T stern and changes in the systems Rules sat 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 eRXTM
system and for communicating all announced changes to subscriber's users as defined
below) of the eR system.
4. Eligibility. "carious County recorders have or are expected to subscribe to the eRXTM
system and will provide System Provider with their specific requirements for electronic
recordation. The e TM 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 cor`mercially
reasonable efforts to notify subscriber from time to time as additional Counties subscribe to
the a
XTM ,system. subscribing County Recorders, by way of accepting the system Rules
has defined Belo and the a T .stem agree that they will accept electronic records for
electronic recording from subscriber.
5. system Rules.
5. Use o e T' . subscriber shall use, and shall cause any subscriber's employees or
agents that use the e Tip system,, including' system Administrators as, defined below)
"User") to use, the e TM system in accordance with the System Mules as found in the
TM 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 four, and will indemnify and
hold' system Provider and the other subscribers harmless from the misuse of the eRX TM
system by any of its users, including any tortious1 intentional or negligent acts or any
violatilon of this Agreement by any of its users, including any violation of the systems
Rules.
Fit's R'ecord's Corporation gage of 5 Co roprre �r
Housing&Economic Development E-Recording Agreement OFFICIALRECORD
CITYSECRETARY
no,WORTH,TX
t - 2 2013
14,,&FDYEDI JUL 1 Lt n
5.2 Acceptance of Electronic Si and Records. Subscriber acknowledges that the
eRX*"fm 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 it original$1 record:, of the
transaction in substitution for, ands with the same intended effect as paper documents
and, in the, case that such documents bear a digital or electronic signature, paper
docurnents bearing handwritten signatures. Subscriber agrees:
5.2.1 Electronic Documents. By use of electronic or digital certificates to sign
P
documents processed by the el XTM 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.
5.2.12 'Electronic S natures. By use of electronic or digitali certificates by Users to sign
X
documents processed by the eR TII 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 .1ma
,qed 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
Bully 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 CaMp,let eves s. 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 record's
during tranismission. The Subscriber acknowledges responsibility for the content
of the documents submitted through the eRX'TM system.
6. System Admin"Istrators. 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 Ad niostrators"). 'The System Administrator
X
will identify the Users authorized to use the eR TII system. Each System Administrator is
specifically authorized to act for and on behalf of Subscriber in estabilishing 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 ensibb ities. Subscriber is solely respoinsibile for any actions, taken, or any failures to
act, by any System Administrator in establishing and maintaining Subscriber's and
Users' use of the e System, including without, limitatiow
(a) the improper enrollment or termination of individual Users,,
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Ho using&Economic Development E-Recording Agreement
(b) the improper or unauthorized issuance, use or negligent management of digital
certifigates; or
(c) any other action or failure to act: y any System Administrator which adversely
affects, (ii the security and iintegrity of the eRX"m System, (ii) the reliability, integrity
or accuracy of any document or any other information within the e System or
(iii) any Subscriber s use of the e System.
7. Con idlers tilafilty. "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 applaren�t 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, olth�e ise,, 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
(ii) is de eloped independently by the receiving
domain by no fault of the receiving party;
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 golvernm�ental agency having jurisdiction pursuant to, an order to
produce or in the course, of a legal proceeding pursuant to a lawful request for disco)very,
provided however,, that if the receiving party is so required to disclose such Confidential
Information, then the, rece'i'ving 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 e,l�ec,ts, (at its expense) to seek to limit or avoid such disclosure by any lawful means.
The, righit,s and obligations under this Section shall survive termination of this Agreement.
810, Ownership of the eRXTM system. The eRXTIA system, including without limitation, the
software, documentation and other intellectual property rights related thereto, and any
modifications and enhancements to the e,RX TIM 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 eR XTM system, including without limitation, the software, documentationi
and other intellectual property rights related thereto, and any mold ific,atioins andi
XTM XTM,
enhancements to the eR system, other than the right to use the eR system in
accordance with, this Agreement.
9. Plu�blici y 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 disc,liose the terms of this Agreement, which terms shall be treated
as Confidential Information, without the prior written consent of the other.
10.Warranfie ►.
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Housing &Economic Development E-Recording Agreement
10.1 S L,�tem tion. Subscriber acknowledges that the description of the eRXs
operation and the Scheduled Service Hours related to the operation of -the eRXTM
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, eRXTM SYSTEM OR ITS SERVICES,
INFORMATION, DOCUMENTS OR OPERATIONS.
10.2 Information Assets. THE INFORMATION AND DOCUMENTS MAINTAINED IN THE
e,RXTM 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 INFORMATIONy 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 ERX-111 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 eRX TM 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, 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 NONACTION BY SYSTEM PROVIDER IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT OR INSTRUCTIONS RECEIVED FROM
SUBSCRIBER,.
101.3 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 W'ILL BE E,RROR-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 Obl�gafions of Subscriber. Subscriber shall indemnify and h,oild 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 U�s,er) o�r agent of Subscriber has failed
to use the eRXTM system in accordance with the terms and conditions of this
Agreement or has otherwise f'a�iled to, colm�ply with the terms of this Agreement,or
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Housing&Econiom,i'c 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 aris,ing out of the intentional or
negligent acts, or omission of Subscriber due to its performance or nonperformance
of this Agreement.
11.2 QbEgafions of S tem Provider. System Provider shall indemnify and hold Subscriber
harmless from and against, any damages, losses or claims, that arise from any
allegation that Subscribe�r's use of the eRXTM system in accordance with this
Agreement (including -the Systems Rules) violates a trademark or issued patent in the
Un!ited 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,, in�formationi, and'
authority reasonably necessary to perform the above, d�efense, reasonable olut-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
c,laim of infringement resulting from: (a) any use of any of the documents, Information
or eRXTNI system not in, accordance withi, this Agreement,, the Systems Rules,
appil�icable laws and reg�ul�ations oir any suppil�ied 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 Pro,vid�er's compliance with Subscriber's
or any County Recorder's, hardware, or software requirements,l specifications or
instructions* (d), any modification of the e�RXTM 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 und'er 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 miod�ify 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 (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 (31), 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 UlSE 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.
1:2., Payments. Subscriber shalil 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 w,ill 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 11 s other rights and remedies under this Agreement,, and shall
not, be deemed to be an election, of remedies.,
13., Term andi Terminat"ilon.
13.1 lerm. This Agreement shall colmmence on the Effective Date and shall continue until
the third (3'd) ainnivers,ary of the Effective D�ate, unlessterminated earlier in accordance
with Section 13.2. The Term shall automatically renew for additional one (1) year
perliods unless either party provides the other with notice of its intent to t,er,minatel at
least ninety (90) days in advance of the renewal,.
113.2 Events of Termination. Either party may terminate this Agreement immediately upon
no-tice to the other party in the event that (a) such other party (in the case of
Subscriber),fails to timely play 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)
bleclornes insolvent, (iii) declares bankruptcy, (N), becomes the subject of any
proceedings seeking relief, reorganization or rearrangement, under any laws, relating to
insolvency,, (v) makes an assignment for the beniefit, of creditors or (vii) commences the
liquidation, dissolution or winding up of its business,; or (c) such, other party fai:lls 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 falls to a
provis,ioln of this Agreement which would materially impair the legal enforceability or
admissibility of a document.
11�4. Other Provi"snions.
14.1 Compliance with Law., Each party shia�l�l 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 M�keure. 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 olb,ligations due
to circumstances beyond their reasonable control i�ncluding�,, but not limited to, strikes,
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Housing& Economic Development E-Recor�ding Agreement
labor d�isputes, fire, 96 acts, of God wars, terrorism, unavoidable or unforeseen
conditions, or additional requirements imposed by governmental agencies.,
14.3 Ass men t. Neither party shall as,sign, 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
ass,ignmeint 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 ass,ignee 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 forgoing, this Agreement, shall be binding upon and inure;
to the benefit of the parties and their respective successors and permitted assigns.
14.4 Relationsho 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
e,RX TM 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 reci,pient, party addressed: as follows:
If to Subscriber, to it at the address set forth on Exhlibit A
If to System Provider, to it at
Title Records, Corporation
Attn,-, Vice Presi'dent, General Manager
2800 Mockingbird Lane
Dallas,, TX 75235
214 902, 5:01,1 (fax)
With a copy to
T*1tIe Records Corporation
Attn: Grolup Counsel, - Cornmerciall
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.
11 .6 Severabifit�. If any provision f'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, a:g,reement 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 niolt 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. aiver', 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 i's
to be asserted. No delay or om,i,ssi,on, 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 lncoEQ,Brat ion bL.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 gree
A ment. 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 full y expressed in this Agreement.
14.11 Govemigg 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, Texasy 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 -Recur in Agreement
14.12 'Res olution-b Prior to the initiation of any action or proceedings
Y Intema�l Escalation
under this Agreement to resolve disputes between the parties, the p art ies, 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. dither 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 Iniuncti've 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 arty from 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, (ill) personal property tax
on equ�ip,mient, 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 Providier'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.
M 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
pro-fit, customs, duties, real property, personal property, capital stock, social
security,, unemployment, disability, payroll, license, employee or other withholding,
or other tax, of any kind whatsolevery 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 (CST). Harmonized Sale Tax (HST), Quebec Sales Tax (QS ,
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. Bleligiurn,, 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&Econo is Development E-Recording Agreement
15.02 Taxes.
(a) Charges are exclusive of any and all Transaction Taxes. Subscriber shall pay,
reim�b,urse andi indemnify System Provider for any and all applicable Transaction
Taxes, which gill 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 taxiing 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) m1onths 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
tram,act,ions conte lated 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 11 s request to, play Charges internationally (i.e., to be billed in
one country for products or Services provided in a different country or relocate
proiduc,ts outside the country olf'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 fa,ith, that Subscriber has an oibl'ig�a�tion, 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 (3 01) days prior to withholding any such Withholding
Taxes. Subscriber and System Provider shall cooperate to minimize or eliminate
the amount of any Withholding Tax; ulli ithhold Tax shall be at t'he 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 falls, 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) INTENTIONALLYIDELETED
Title Records Corporation Page 10 of 15 Confidential and Proprietary
Housing&Economic Development E-Recording Agreement
16.:Authion'zati"on., Subscriber is pir,operly authorized to sign and deliver this Agreement and to
use 'the eRXT11 system pursuant, to this Agreement and related materials,, copies of which
have, been delivered to Subscriber., The Individual signing thi's Agreement on behalf of
Subscriber is duly au,thilori,zed to do so.
IN WITNESS'WHEREOF,, the parties, have duly executed this Agreement as of the Effective
Date.
City of Fort Worth Title Records Corgi atim'oln
C.MPON"
By-
Fernando, Costa Ass swat Ci rya per Name- 11t4op
'Title- U P
--tes kda'vf
Date 4001101*10AI-44 Date
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APPROVED AS TO, LEGALITY AND FORM
A"istan't City Aftornef
Atteaw bY*1
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--01001 01
Lim. .0
Mary,X Koyi4iA, 0710 �j % 1)*
0,() 100o0oo
F'ICIIA,L RECORD
CITY'SECRETARY
FT T TX 1
Title Records Corporation Page I I o,f 15 Confidential and Proprietary
Housing&Economic Development E-Recording Agreement
NO M&C REQUIRED
y.
r
Electronic Recor "+ t , Exchange Subscriber agreement
EXHIBIT A
Effective Date: May 1, 2013
Subscriber Inforrrra n:
Organization Name City of Fort Worth
Address: Housing & Economic Development Department
1 000 Th rnckmort n
Fort Worth, TX 76102
Federal Taxpayer I.D. 5 600528
Type of Entity Home Rule Municipal Corporation.
State of Incorporation Texas
Primary Manager Details: Avis Chaisson (Name)
Community evelopment Manager Title
17-392-6342 Phone
817-392,-73,28 (Fax)
is.ch iss n f rtw rthtexa .g v(Email)
System Administrator Cynthia Garcia (Name)
Assistant Director Title
817-392-7540 (Phone)
817-392-7328 (Fax)
cynthia.garcia f rl htexas. v(Email
Average Number Documents recorded each Month 50,
XEROX Title Records Corporation 12 Confidential and Proprietary
Housing Economic Development -Recording Agreement
Fees and Charges,
Fee Type "ice
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 charge In the transaction types, Fees and Charges of least thirty 3
days before they became 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 eRXTM. Charges to the account will occur on the day
the transactions pure 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 cent 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
ch urg d 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 b Wire Transfer to establish an T11 Escrow Account,
1.. Sub itter will make an initial deposit by wire to the eRXTII Clearing Account. This
deposit will be maintained in escrow to pay the county recording fees between
settlement periods.
2.1 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
e 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 5 onfidentia 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 for ices, Inc.
Routing Number: 1210002,48
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 e
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
X
reconciliation of your eR T m escrow account on a monthly basis.
Subscriber is responsible for timelly payment of the eRXTM Service Fees as defined in Section
112 of this Agreement. Subscriber will receive a monthly invoice with a detailed reconciliation of
al,l charged, by document and Subscriber Reference Nu hors. 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 IS, Confidential and Proprietary
Housing&Economic Development E-Recording Agreement
EXHIBIT B
SERVICES AND SUPPORT
Seirv*ices
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 n tified of completed recording via the e 11 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 uns,chediu,led, 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
It i I
greatest amount of lead-time commercial possible and endeavor to provide a commercially
reasonable solution that attempts to minimizes the impact on the e TM 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 11 888 816 4321
Title Records Corporation Page,15 of 15 Confidential,and Proprietary
Housing&Economic Development E-Recording Agreement