HomeMy WebLinkAbout022420_ca12 Consent Agenda
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Philip Morley, County Administrator
FROM: Brenda Huntingford, Chief Deputy Auditor
DATE: February 24, 2020
SUBJECT: Indecomm Holdings Inc. Contract
STATEMENT OF ISSUE:
Auditor's Office recording is requesting that this agreement be approved.
ANALYSIS:
This contract is to enable this company to submit documents electronically for recording.
FISCAL IMPACT:
None
RECOMMENDATION:
Approve agreement for Indecomm Holdings Inc.
REVIEWED BY:
IF% ili. 1,,RWM. - • - •mmistrator Date
ELECTRONIC RECORDING TRUSTED SUBMITTER(Company)
AGREEMENT
THIS ELECTRONIC RECORDING TRUSTED SUBMITTER AGREEMENT,
(Agreement) dated (Effective Date), is between the Register of
Deeds/Clerk/ County Recorder of Jefferson County, WA and Indecomm Holdings Inc.,
d/b/a Indecomm Global Services ("Company") with offices at: 379 Thornall Street 2nd
Floor, Edison,New Jersey 08837
IN CONSIDERATION of each party's performance of their respective obligations under
the terms and conditions of this agreement,the parties agree as follows:
1. BACKGROUND AND PURPOSE OF AGREEMENT — Register of
Deeds/Clerk /County Recorder desires to offer the recording of real property
documents by electronic means providing for the receiving and transmitting of
documents electronically in substitution for conventional paper documents and to
assure that transactions are not legally invalid or unenforceable as a result of the
use of available electronic technologies, to the mutual benefit of the parties of the
transactions.
2. TERMINOLOGY — For purposes of this Agreement, "Electronic Recording" is
defined to be the electronically based submission of documents from the Company
to the Register of Deeds/Clerk/County Recorder and electronically based receipt of
confirmation of recording from Register of Deeds/Clerk /County Recorder to
Company based on level of automation and structure of the transaction and is
characterized by three different levels of Electronic Recording further described in
this Agreement. When used in this Agreement, the term Company or Company
representative includes without limitation the Company itself as a legal entity and
as well as a Company appointed or designated submission service provider, and all
Company officers, agents, members, and employees of the Company, including
those of its designated submission service provider. The term Register of
Deeds/Clerk/County Recorder shall include the elected Register of
Deeds/Clerk/County Recorder, and all deputies and employees of the elected
Register of Deeds/Clerk/County Recorder.
3. PROGRAM ELIGIBILITY — Attorneys, full service banks, mortgage bankers,
title insurance companies and other trusted entities may submit real property
records for Electronic Recording. Electronic Recording mandates a close working
relationship as well as mutual trust between the Register of Deeds/Clerk/County
Recorder and the Company. All parties of the Electronic Recording transaction
shall seek to operate and maintain a secure recording system that safeguards parties
to recordation from deceit, fraud, and forgery.
4. LEVELS OF RECORDING—Electronic Recording may be provided on the basis
of three levels as mutually agreed upon by Register of Deeds/Clerk/County
Recorder and Company as follows:
Level 1 —Company shall transmit scanned images of original ink signed
documents to the Register of Deeds/Clerk/County Recorder. The Register of
Deeds/Clerk/County Recorder completes the recording process in the same way as
paper using the images copy as the source document. An electronic recording
endorsement is returned to the organization in the form of a label or printing process
in order for the submitting organization to append that information to the original
paper document.
Level 2—Company shall transmit scanned images of original ink signed
documents along with electronic indexing information to the Register of
Deeds/Clerk/County Recorder. The Register of Deeds/Clerk/County Recorder
performs an electronic examination of the imaged documents and indexing data,
and then completes the recording process using the images copy and electronic
indexing information. The electronic version of the recorded document is returned
electronically to the submitting organization along with the electronic recording
data.
Level 3 — Company transmits documents, which have been created, signed and
notarized electronically along with the electronic indexing information. Electronic
signatures must comply with local, state and federal legislation. The Register of
Deeds/Clerk/County Recorder performs an electronic examination of the electronic
documents and indexing information then completes the recording process. The
electronic version of the recorded document and electronic recording data is
returned to the submitting organization.
5. REGISTER OF DEEDS/CLERK/COUNTY RECORDER
RESPONSIBILITIES — Subject to limitations set forth below, Register of
Deeds/Clerk/County Recorder shall endeavor to
(i) Protect the integrity of the Electronic Recording process through on going
monitoring of documents received and recorded through Electronic
Recording; and
(ii) Test and maintain electronic recording software and hardware required to
operate the Electronic Recording capability; and
(iii) Work cooperatively with Company to enable the successful recording of
documents electronically. The Recorder or Deputy Recorder will be
available to answer questions and discuss issues regarding eRecording
process; and
(iv) Communicate with Company regarding documents that must be rejected for
recording because they do not meet statutory requirements, or that once
recorded,the legal description is discovered to be deficient. Return rejected
documents along with an explanation; and
(v) Process submitted eRecordings between the hours of 9:00am — 3:30pm
Monday through Friday except on County observed holidays. If this policy
is to be changed, the Recorder's office will notify all Trusted Submitters;
and
(vi) If the system allows,make the database of subdivision names in the county
available to Company and keep it updated; and
(vii) Share information describing statutory requirements, office policy, and
other information germane to electronic recording that is requested by
Company; and
(viii) Refrain from charging extra fees for transmitting documents through the
electronic recording process; statutory fees will apply.
6. COMPANY RESPONSIBILITY—Company acknowledges that Electronic
Recording permits it to prepare, sign, and/or transmit in electronic format
documents and business records and such documents 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.
Company shall endeavor to
(i) Ensure that only original documents are used to create the electronic
documents and shall ensure that it is compliant with all Federal, State, and
Local legislation; and/
(ii) Be diligent in ensuring that documents submitted for Electronic Recording
have been checked before submission for errors, omissions, scanning
defects, illegible areas,and other deficiencies that would affect the Register
of Deeds/Clerk/County Recorders' ability to record the document and the
public notice to be created thereby; and
(iii) Become informed as to the State of Washington recording requirements
and employ them in preparing documents for Electronic Recording; and
(iv) Make payment arrangements with the Register of Deeds/Clerk/County
Recorders' for recording fees.
7. LIMITATIONS OF LIABILITY— Except as expressly set forth herein, neither
the Company nor the Register of Deeds/Clerk/County Recorder shall be liable to
the other for any special incidental, exemplary or consequential damages arising
from or as the result of any delay, omission, or error in the Electronic Recording
transmission or receipt of documents
8. INDEMNIFICATION — Each party shall indemnify, defend and hold harmless
the other party against any and all claims, demands,judgments, losses, damages,
expenses, including attorney's fees and court costs related to this Agreement and
arising directly or indirectly from any acts of willful misconduct and gross
negligence of the indemnifying party.
9. TERMINATION — Any party may terminate this Agreement for any reason by
providing thirty (30) days written notice of termination.
10. ARBITRATION — The parties shall attempt in good faith to resolve the dispute
within ten (10)business days from the date of receipt of notice from a party of the
need to resolve any dispute pursuant to this Section 10. This procedure shall be a
required prerequisite before either party seeks to enforce its rights and remedies
under law.
11. TERM — The term of this Agreement shall be for one (1) year ("Initial Term").
After the Initial Term, Register of Deeds/Clerk/County Recorder and Company
agree to automatically renew with the same terms and conditions for successive one
(1)year terms.
12. BILLING & PAYMENTS — The Company will submit a daily billing report for
all electronically recorded documents at the Register of Deeds/Clerk/County
Recorder office for that business day. Billings report will include documents
recorded and the fees due.Company will push funds via Automated Clearing House
(ACH) transaction approximately 8pm Central Time the same day to the Register
of Deeds/Clerk/County Recorder account. Daily billing reports will be sent via e-
mail to Register of Deeds/Clerk/County Recorder approximately 6am Central Time
the following day. Register of Deeds/Clerk/County Recorder will submit to the
Company the necessary account information to facilitate ACH Push process.
13. ATTACHMENTS — If available, the following Exhibits will be attached to this
Agreement by the Register of Deeds/Clerk/County Recorder:
Technical Specifications (See Washington State Standards)
Document Acceptance/Indexing Specifications(See Washington State Standards)
14.MISCELLANEOUS—The headings and captions of the Sections of this Agreement are
for convenience only and in no way define, limit or extend the scope or intent of this
Agreement or any provision hereof. This agreement shall be construed and enforced
in accordance with the laws of the State of Washington. This Agreement
constitutes the entire agreement between the parties and any prior written or oral
agreements between the parties are without affect. This agreement expressly
replaces and entirely supersedes any previous agreements between the parties, oral
or written. Any addenda or amendments to this agreement must be in writing and
executed by the parties. In the event any portion of this agreement is found to be
unlawful or unenforceable, the remaining terms and conditions of this agreement
shall remain in full force and effect between the parties.
IN WITNESS WHEREOF the parties or their duly authorized representatives have
executed this agreement to be effective on the date first above written or the last date listed
below, whichever occurs later, but in the event dates below are blank or incomplete, then
the date first above written shall be the effective date.
Agreed and Accepted
(Company)
By: Gerrell Clardy
Title: Director of Operations, DMG
Date:
Phone: 612-290-7846
Email: gclardy@indecomm.net
Approved As to Form:
JEFFERSON COUNTY COMMISSIONERS
(Signature)
Greg Brotherton, Chair
Date: A oved as jotorm only:
,,,_ Date:ye-00ze
Philip C.Hunsucker,Chief Civil Deputy Prosng Attorney
Jefferson County Prosecuting Attorney's Office torney
Please return this agreement in either electronic form or hard copy to Indecomm Global
Services:
Attn: Corey Jordin
Indecomm Global Services
1260 Energy Lane
St. Paul, MN 55108
Phone: 651-415-9361
Fax: 651-482-0783
Email: corey.jordin@indecomm.net