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HomeMy WebLinkAboutIndecomm Holdings, Inc. - 022520r ELECTRONIC RECORDING TRUSTED SUBMITTER (Company) AGREEMENT THIS ELECTRONIC . RE ORDING TRUSTED SUBMITTER AGREEMENT, (Agreement) dated V1,20,2 -C) (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 Thomall 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:OOam — 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 Bpm 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: 3 1 Lis /.z (J'4-6 Phone: 612-290-7846 Email: gclardy@indecomm.net Approved As to Form: J E UNTY COMMISSIONERS (Signature) reg Bro ertori, C air ''` Ap�{oved as t fo only: Date: Z �% ,,2o � 0 C. Date:VU --Philip C. Hunsucker, Chief Civil Deputy Pros ori Jefferson County Prosecuting Attorney's Office 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 Consent Agenda JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners _ \ Philip Morley, County Administrator ly NO) 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: Date CONTRACT REVIEW FORM -A A 0'_ CONTRACT WITH: Indecomm Holdings Inc TRACKI (Contractor/Consultant) CONTRACT FOR: Electronic Recording TERM_ Ongoing COUNTY DEPARTMENT: Jefferson County Auditor For More Information Contact: Rose Ann Carroll or Bre FFE COUNT Contact Phone #: 360 385-9118 360 AS - RETURN TO: Brenda Huntingford RETURN BY: February 28, 2020 (Person in Department) (Date) AMOUNT: 7ern Revenue Expenditure Matching funds Required Source(s) of Matching Funds Step 1: APPROVED FORM Comments a, REVIEW BY F Review by: Date Reviewed: PROCESS: El El El El El ❑ Returned for revision (See Exempt from Bid Process Consultant Selection Process Cooperative Purchase Competitive Sealed Bid Small Works Roster Vendor List Bid RFP or RFQ Other ) Step 2. REVIEW BY PROSE NG ATTORNEY Review by: Philip C. Hunsucker Date Reviewed: Chief Civil Deputy Prosecuting, Attorney /APPROVED AS TO FORM R urned for revision (See Comments) Comments Step 3: (If required) DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF ORIGINALS Step 5: SUBMIT TO BOCC FOR APPROVAL Submit original Contract(s), Agenda Request, and Contract Review form. Also, please send 2 copies of just the Contract(s) (with the originals) to the BOCC Office. Place "Sign Here" markers on all places the BOCC needs to sign. MUST be in BOCC Office by 4:30 p.m. TUESDAY for the following Monday's agenda. (This form to stay with contract throughout the contract review process.) Philip Morley To: Rose Ann Carroll; Philip Hunsucker (phunsucker@co jefferson.wa.us); Mark McCauley (MMcCauley@co jefferson.wa.us) Cc: Julie Shannon Subject: Contract Review of Indecomm Holdings Rose Ann & Phil, I have reviewed the Indecomm Holdings contract for submitting electronic documents to the Auditor for recording. I have a number of questions. I've signed the Contract review form as approved with conditions, once Rose Ann has worked through these issues to Phil's satisfaction. I looked on line for examples of similar contracts. Based on that, I wonder if we want to use any of the following from other jurisdictions: • Ass'n of Arkansas Counties: https://www.arcounties.org/site/assets/files/3849/e-recording agreement revision 7-6-18.pdf . The following liability language if added to the existing indemnification language of the Indecomm agreement, appears more protective than what we currently have: "The County Recorder will not incur any liability for the information electronically transmitted by the trusted submitter. Should a dispute or legal action arise concerning an electronic transaction, the County Recorder will be held harmless by the Trusted Submitter and not liable for any damages." Also, Rose Ann may want to look at Arkansas' Trusted Submitter work scope — it has some good things in it, for document format and correcting mistakes. Douglas County Colorado: https•//www douglas.co.us/documents/erecording-submitter-mou.pdf`/ This one has lots of technical specifications in the work scope. Does Rose Ann want/need any of these? See "County Requirements" (of the vendor) on page 2 of the Douglas Co agreement. Some Counties appear to have contracts with multiple vendors who provide for electronic submittal of documents for recording. Rose Ann, is it your intention to allow multiple vendors of electronic document submittals to do business w/ Jefferson County? Have you advertised to invite other firms to submit proposals? Alternately, if it is your intent just to use Indecomm Holdings, what competitive selection process did you go through, or is there some reason that they are the only firm eligible? Contract amount: it appears Indecomm will be collecting and transmitting recording fees to the Auditor. If that's the case, this is not a "zero" amount contract, even though we can't say how much we will receive, but they will owe us our customary recording fees. Philip Philip Morley Jefferson County Administrator pmorlev@co.iefferson.wa.us (360) 385-9100 x-383 This is a reminder that all email to or from this email address may be subject to the Public Records Act contained in RCW 42.56. Additionally, all email to and from the county is captured and archived by Information Services.