ORDER NO.31454 SIMPLIFILE AGREEMENT FOR E-RECORDING Came to be heard this the 28th day of September, 2009, with a motion made by Commissioner Letz, seconded by Commissioner Oehler, the Court unanimously approved by a vote of 4-0-0 to: Approve the Agreement with Simplifile for e-Recording in the County Clerk's Office, and authorize County Judge to sign same. i.~ 3lySy COMMISSIONERS' COURT AGENDA REQUEST PLEASE FURNISH ONE ORIGINAL AND TEN COPIES OF THIS REQUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT. MADE BY: Jannett Pieper MEETING DATE: September 28, 2009 SUBJECT: (Please Be Specific) Office: County Clerk TIME PREFERRED: 9:03 AM Consider, discuss and take appropriate action to approve the Agreement with Simplifile for e-Recording in the County Clerks Office and authorize the County Judge to sign the agreement. EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON): NAME OF PERSON ADDRESSING COURT: Jannett Pieper ESTIMATED LENGTH OF PRESENTATION: two minutes IF PERSONNEL MATTER -NAME OF EMPLOYEE Time for submitting this request for Court to assure that the matter is posted in accordance with Title 5, Chapter 551 and 552, Government Code, is as follows: Meeting schedule for Mondays: 5:00 P.M. previous Tuesday THIS REQUEST RECEIVED BY: THIS REQUEST RECEIVED ON: All Agenda Requests will be screened by the County Judge's OfFice to determine if adequate information has been prepared for the Court's formal consideration and action at time of Court Meetings. Your cooperation will be appreciated and contribute towards your request being addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners' Court, Court Order No. 25722. Make sure any and all back up material is attached to this form. #31454 THIS ELECTRONIC RECORDING APPROVED PROCEDURES AGREEMENT (this "Agreement") is made effective Sept..: 28 209 between SIMPLIFILE LC, a Utah limited liability company located at 4844 North 300 West, Suite 202, Provo, Utah, 84604 ("Simplifile"), and Kerr County a overnmental entity located at ~(70 Main Street, Room 122, Kerrville, TX -7828 ("Receiver"). RECITALS: ~. A. Receiver is legally authorized to receive qualifying documents for filing/recording in Receiver's official records. B. Simplifile facilitates (through its proprietary technology or otherwise} the electronic filing/recording by its customers of documents with governmental entities that, like Receiver, are legally authorized to receive qualifying documents for filing/recording in official records. C. This Agreement outlines the requirements of electronically recording documents to assure that recording transactions submitted to Receiver by or through Simplifile are legally valid and enforceable. AGREEMENT: NOW THEREFORE, in consideration of the mutual terms, conditions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: -~ ,~..' Section 1. Electronic Recording. In this Agreement, "electronic recording'' means the electronically-based submittal of documents by or through Simplifile to Receiver and electronically-based receipt of confirmation of recording from Receiver to Simplifile or its customer. Such transactions are categorized by four different levels of automation, described as follows: (a) Level 7. The submitting organization ("Submitter") transmits scanned image copies of ink-signed documents to Receiver. Receiver completes the recording process in the same manner as paper submittals, using the imaged copy as the source document. An electronic recording endorsement is returned to Submitter in the form of a label or printing process in order for Submitter to append that information to the original paper document. (b) Level 2. Submitter transmits scanned images of ink-signed documents along with electronic indexing information to Receiver. Receiver performs an electronic examination of the imaged documents and indexing data, and then completes the recording process. The electronic version of the recorded document is returned electronically to Submitter along with the electronic recording data. The electronic version of the recorded document may also be returned electronically to the grantor or grantee as requested by Submitter. (c) Level 3. Submitter transmits documents, which have been created, signed and notarized electronically along with the electronic indexing information. Electronic signatures must comply with UETA, URPERA and E-Sign specifications. Receiver 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 Submitter. (d) Level 4. Submitter transmits "Smart" document to Receiver. (A Smart document is a single object containing the electronic version of the document in such a way that enables the electronic extraction of data from the object. Smart documents are required to be signed and notarized electronically). The Smart document is endorsed electronically by Receiver and returned in Smart document format to Submitter. Section 2. Program Requirements. Receiver's electronic recording program (the "Program") is defined by the following requirements: (a) Levels 1, 2, 3 and 4 electronic recording are supported. ~: (b) PRIA file format standard will be used. Images will be in single- page Group IV TIFF format. (c) Communications protocol will be TCP/I P, HTTP and HTTPS. (d) Encryption will be 128-bit file and image encryption. SSL and XML's are enveloped with a Digital Certificate to validate the submitter. (e) Electronic signatures and digital certificates will be used for Level 3 recording. (f) submitter shall confirm that notary signatures and seals are present on all documents requiring notarization. (g) Receiver will not reject a document lacking a notary signature or seal, as this is not a requirement. (h) Receiver may at its discretion place a "disclaimer" on each document submitted stating it appears to lack a notary signature or seal. requirements. images. (i) Documents will be scanned to conform to Receiver's (j) Document images will be captured as single-page Group IV TIFF (k) Scanned documents will be legible. "Legible" means a clear, readable image -including signatures and notary seals -and in which all portions of each page are captured. image. (I) submitter shall be responsible for the clarity and brightness of the (m) Document font size must meet minimum PRIA standards. (n) Margins shall conform to Receiver's requirements for top, side and bottom margins. (o) Deeds must include grantee's mailing addresses. ,£ ;,_ ._ . I ' f. ~ J ;~ } (p) All documents must be in English. (q) Document types that may be accepted electronically are listed on the attached exhibit (the "Exhibit'). (r) All documents submitted will conform to Receiver's requirements for indexing data. Such requirements may include the following index fields: (i) Document type (ii) Document date (iii) One grantor OR grantee (iv) Submitter information -Business name (s) Submitted documents electronically recorded will be returned to Submitter (and the grantor or grantee if so directed) in electronic format after acceptance. Confirmation of recordation will include the document image and Receiver's indexing data. Receiver reserves the right to make changes to the index at a later date. (t) Rejected documents will be returned to Submitter in electronic format with the reason(s) for rejection. (u) Submitted documents shall conform to all additional requirements specified on the attached Exhibit. Section 3. Receiver's Duties. (a) Availability. Receiver shall process electronically submitted documents during normal business hours on normal business days. The term "normal business days" shall not include weekends, holidays or any other day that Receiver is closed for public business. (b) Recording Priority. Receiver shall record documents in the order they are received, either physically or electronically, in Receiver's office designated above. Documents received on any business day after 4:00 p.m. will be processed on the next business day in the order they were received. _' _~ ' (c) Disruptions. Receiver will attempt to notify Simplifile and other Submitters of any disruption in service. (d) Monitoring. Receiver shall attempt to protect the integrity of the recordation process through ongoing monitoring of documents received and recorded. (e) System Tesfing. Receiver shall test and maintain its software and hardware required to operate Receiver's electronic recording capability; provided, however, that Receiver shall not be liable for any damages resulting from failure of such software or hardware. (f) Equivalency. Receiver shall apply the same level of diligence in handling documents submitted electronically as it applies to documents submitted through the manual recording process. (g) Fees. There will be no added fees or costs of any kind charged by Receiver for electronic recording by or through Simplifile. (h) No Infringement. Receiver and its agents shall not attempt to hack, reverse engineer, inspect, copy, or use for any other purpose, any hardware, software, or digital data belonging to Simplifile or used in the electronic recording process. Section 4. Simplifile's Duties. Electronic recordings by or through Simplifile shall conform to the requirements of Receiver's Program. further, (a) Verification. Simplifile diligently shall ensure that documents submitted to errors, omissions, scanning defects, illegible areas and other irregularities that would impact the validity of the document. (b) No Infringement. Simplifile shall not attempt to hack, reverse engineer, inspect, copy, or use for any other purpose, any hardware, software, or digital data belonging to Receiver or used in the electronic recording process. (c) Original Documents. Simplifile acknowledges that (i) electronic recording permits documents and records to be prepared, signed and transmitted in electronic format, and (ii) electronically recorded documents and records shall be considered the "original" record of the transaction with the same intended legal effect as s ~ `~ ' }. 4 paper documents and, if any such document bears a digital or electronic signature, it shall be the considered the same as paper documents bearing handwritten signatures. (d) Responsibility for Conformity. Simplifile shall be deemed to have attested to the completeness and conformity to the paper originals of the electronic records submitted by or through it to Receiver. Receiver shall be held harmless and not liable for any damages in any dispute concerning the completeness and conformity to the paper originals of any documents or records that are electronically recorded with Receiver by or through Simplifile. (e) Technical Coordination. Simplifile shall be responsible for coordinating all technical problems and issues between Receiver and Simplifile and/or its customer. (f) Interface. Simplifile shall be responsible for designing, implementing, maintaining and upgrading its electronic recording interfaces and for assuring that such interface speaks directly to all applicable back end recording system. Alternatively, Simplifile shall contract with aReceiver-approved software provider to provide such interface. (g) Customer Compliance. Simplifile shall ensure that its customers which effect electronic recordings through Simplifile fully comply with the terms and provisions of this Agreement. Section 5. Liability Disclaimers/Waivers. (a) By Receiver. Receiver disclaims any liability for (i) the information electronically transmitted to Receiver by or through Simplifile; and (ii) any breach of security, fraud or deceit as a result of any electronic recording with Receiver by or through Simplifile. (b) By Both Parties. Neither Receiver nor Simplifile shall be liable to the other for any special, incidental, exemplary or consequential damages arising or resulting from any delay, omission or error in any electronic recording with Receiver by or through Simplifile. (c) No Waiver of Governmental Immunity. Nothing contained herein waives or is intended to waive any protections that may be applicable to Receiver or any ~~. ,. '~ of its elected or appointed officials, employees, or agents under any applicable statutes, rules or regulations providing governmental immunity, or any other rights, protections, immunities, defenses or limitations on liability Receiver or such related parties that are provided by law. Section 6. Further Actions. The parties acknowledge that electronic recording is an emerging technology, and that best practices and governing standards will continue to evolve. Consequently, during the term of this Agreement the parties shall confer as needed to discuss changes to electronic recording procedures and standards, and any necessary modifications to this Agreement. Receiver reserves the unfettered right to amend the provisions of this Agreement without prior notice or Simplifile's consent if necessary to comply with applicable state or federal laws, rules or regulations; provided, however, that Receiver shall use its good-faith efforts to provide notice of such change, or proposed change, to Simplifile at the earliest time reasonably possible under the then circumstances. Section 7. Termination. Either party may terminate this Agreement at any time, with or without cause, by providing 30 days' prior written notice of termination to the other party. Upon such termination, the parties shall be responsible for compliance with this Agreement only to the extent of the electronic recording services provided prior to the effective date of termination. If mailed, such notice shall be deemed received when deposited in the United States mail, first class postage prepaid. If transmitted by teletype, electronic message, facsimile or other wire or wireless communication, such notice shall be deemed received when the transmission is completed. Section 8. No Third Partv Beneficiaries. The enforcement of the terms and conditions of this Agreement and all rights of action relating to such enforcement, shall be strictly reserved to the parties of this Agreement. There are no third party beneficiaries of this Agreement, and nothing contained in or implied by this Agreement shall give or allow any such claim or right of action by any other or third person. Section 9. Disputes. The parties shall attempt in good faith to resolve any controversy or claim arising out of or relating to electronic recording with Receiver through negotiation, followed by non-binding mediation, before resorting to litigation. Jurisdiction and venue for any civil action commenced by either party with respect to this Agreement shall be proper in the court of general jurisdiction of the county where Receiver's principal ofhce is located. Simplifile expressly waives the right to bring such action in or to remove such action to any other court, whether state or federal. This agreement shall be governed by the laws of the state where Receiver's principal office is located. Section 10. General Provisions. The following provisions also are integral to this Agreement: ~; :, .- (a) Bindinc~Agreement. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties hereto. (b) Captions. The headings used in this Agreement are inserted for reference purposes only and shall not be deemed to define, limit, extend, describe, or affect in any way the meaning, scope or interpretation of any of the terms or provisions of this Agreement or the intent hereof. (c) Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures upon any counterpart were upon the same instrument. All signed counterparts shall be deemed to be one original. (d) Severability. The provisions of this Agreement are severable, and should any provision hereof be void, voidable, unenforceable or invalid, such void, voidable, unenforceable or invalid provision shall not affect the other provisions of this Agreement. (e) Waiver of Breach. Any waiver by either party of any breach of any kind or character whatsoever by the other, whether such be direct or implied, shall not be construed as a continuing waiver of, or consent to, any subsequent breach of this Agreement. (f) Cumulative Remedies. The rights and remedies of the parties hereto shall be construed cumulatively, and none of such rights and remedies shall be exclusive of, or in lieu or limitation of, any other right, remedy or priority allowed by law. (g) Amendment. This Agreement may not be modified except by an instrument in writing signed by the parties hereto. (h) Notice. Except as otherwise specified herein, all notices provided for herein shall be in writing and shall be given by first class mail, certified or registered, postage prepaid, addressed to the parties at their respective addresses shown above or at such other address(es) as may be designated by a party from time to time in writing. (i) Time of Essence. Time is the essence of this Agreement. (j) Electronic Execution and Delivery. Any party may execute and deliver this Agreement through electronic means such as facsimile or a-mail transmission, with the same legal effect as manual execution and physical delivery of this Agreement. (k) Relationship. This Agreement shall not be deemed to create a partnership between Simplifile and Receiver in their respective endeavors or otherwise, nor cause them to be considered joint venturers or members of any joint enterprise. (I) Force Maieure. Neither party shall be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, riot, act of God or governmental action. (m) Exhibits. The terms and provisions of any attached exhibits are hereby incorporated in this Agreement by reference. (n) Interpretation. This Agreement contains the parties' entire agreement concerning the approved procedures for electronic recording with Receiver by or through Simplifile; provided, however, that if Receiver and Simplifile also have entered into a "Receiver License Agreement" or other written agreement (a "License AgreemenY') signed by both Receiver and Simplifile whereby Simplifile has granted Receiver a license to use Simplifile's electronic recording software system or related proprietary technology of Simplifile, then this Agreement shall be deemed to supplement, but not control, such License Agreement. In the event of any conflict or inconsistency between this Agreement and any such License Agreement, the terms and provisions of the License Agreement shall control. >. .. ~. >- . ;' r . DATED effective the date first written above. RECEIVER: Kerr County By: a inley Office/Capacity: Kerr County Judge Date: September 28, 2009 SIMPLIFILE: SIMPLIFILE LC, a Utah limited liability company By: Name: Office/Capacity: Date: W ST/D/499728.3 Exhibit to Electronic Recording Approved Procedures Agreement Acceptable Document Types: 1. 2. 3. 4. 5. 6. 7. 8. 9 10. Additional Filing Requirements: 1. 2. 3. 4. 5 6. 7. 8. Additional Provisions: it I .. F ;:. AGREED TO AND ACCEPTED effective the date first written above. SIMPLIFILE: SIMPLIFILE LC, a Utah limited liability company By: Name: Office/Capacity: Date: RECEIVER: Kerr County B~ Tinley e: Office/Capacity: Date: Kerr County Judge ember 28, 2009 __' iF.'"'.1~...~ ! 3 3' I H ~' ~ „J^Jx{. t ".S7 :yf ~ 4~i ~V' f ~tJ"f' G L'7 C.K F S f ~ „ 4 i : ~ . ,.. ~ .. ~..... i .. ..x. r .. ~. ..C +w s~.. ~.... ,• n.~.uiw .I ~21K,w ~i. s.r. ~ _.u ~ ...n .. ~ {.... .. ti.. r.. ~.... .. . a.... ! a ... .. ..... s .w 1 Simplifile Bank Form Authorization Agreement for Direct Payments {ACH Debits} - r~ .e, t~~ -. ~~-~~~ x` , x Paula J. Hargis, Kerr County Auditor and I Mindv L. Williams, Kerr Count~~je~~ed signatory for Kerr county clerk ~ s office (COMPANY), by my signature below, authorize the Simplifile, LC (VENDOR) to initiate debit entries and credit entries to my (our) Checking Account Savings Account ~X 401013507 i i at the account and tinancial institution named below, for payments ana~or retunos aue to or from Vendor for electronic document recording as described in the user agreement between Company and Vendor as those payments become due. VENDOR will identify transactions with the Simplifile ID number 1010658627. I acknowledge that the electronic fund transfer transactions to the account must comply with the provisions of U.S. law. DEPOSITORY NAME Security State Bank & Trust BRANCH ADDRESS p- °- Box 29004 ROUTING NO 114921949 CITY, STATE & ZIP CODE Kerrville, TX 78029 ACCOUNT NO 401013507 This authorization is to remain in full force and effect until either party provides written notification to the other of its termination in such time and manner as to afford both parties and the Depository a reasonable opportunity to act on it. P la J, rgis - n~dy L, pWill~~^s 1 Signature NAME ID OR TAX ID NUMBER 74-6001494 Contact Information: Name TITLE DATE SIGNED Cheryl A ..Thompson, Chief Dex~ut~-elephone (830 ) 792-2259 NOTE: ALL DEBIT AUTHORIZATIONS MUST PROVIDE THAT THE RECEIVER MAY REVOKE THE AUTHORIZATION ONLY BY NOTIFYING THE ORIGINATOR IN THE MANNER SPECIFIED IN THE AUTHORIZATION County 1 mplementation CONTACT INFORMATION ~' L u Y ~! wi . Y I D S 4 RECORDER CONTACT NAME AND INFORMATION The recorder contact information will be entered on the Simplifile site. Name Jannett Pieper Official Title Kerr County Clerk Email Address jpieper@co.kerr.tx.us Phone Number 830-792-2255 COUNTY CONTACT NAME AND INFORMATION The county contact will be a point of reference for submission questions and will be receiving and reviewing test documents. Name Cheryl. A . Thompson Official Title Chief Deputy Email Address ctoompson@co kerr.tx.us Phone Number 830-792-2259 TECHNICAL CONTACT NAME AND INFORMATION The technical contact is who Simplifile developers will be working with on the IT side. Name John Trolinger Official Title Manager, Information Tec no ogy Email Address it@co .kern . tx . us Phone Number 830-739-4832 GENERAL COUNTY INFORMATION County information will be posted on the Simplifile site for submitters. WebSlte www.co.kerr.tx.us Recording Hours 8:30 am to 5:00 pm, Monday throug Friday Mailing Address 700 Main Street, Room 122, Kerrville, TX 78028 ,~-. - • - Phone Number Fax Number 830-792-2255 830-792-2274 Recording Fees for Official Public Records Recordings 10-340-400 5.00 Records Management 41-340-400 5.00 Records Archival 41-340-400 5.00 Court House Security 29-340-400 1.00 Total for one pa a do 16.00 Cost for each additional page 10-340-400 4.00 Cost for each name over five (5) 10-340-400 0.25 Excel/Forms Procedures/efiling OPR fees.xls Simplifile E-Recording Implementation Guidelines and Requirements Page 1 of 1 Cheryl Thompson From: Jannett Pieper [jpieper@co.kerr.tx.us] Sent: Tuesday, September 22, 2009 11:16 AM To: 'Cheryl Thompson' Subject: FW: Simplifile E-Recording Implementation Guidelines and Requirements Attachments: EDOC.pdf From: Robert Tapley [mailto:rtapley@simplifile.com] Sent: Friday, September 18, 2009 7:17 PM To: jpieper@co.kerr.bc.us Subject: Simplifile E-Recording Implementation Guidelines and Requirements Hello Jannett, spoke with Mohammed and my development team today and told them that we would like to move forward with e-recording in Kerr County. I have attached the implementation package of information; this is a packet of requirements for implementation. The packet includes the information that you and I discussed and necessary requirements to start the process of integration. Please review the requirements and complete the necessary pages. If you have questions on any of the documents, please give me a call to discuss. Lastly, if you could please start putting together a list of submitters from outside of Kerr County that regularly submit documents to the county and email that list to me, it would greatly be appreciated. I will contact those submitters to get them to sign upfor e-recording and let them know that we will be going live with e-recording in Kerr County in the very near future. Also, if you have a local title company that you think would be acceptable to the idea of e-recording; I welcome the opportunity to explain the process to them as well. look forward to working with you to bring e-recording to Kerr County. «EDOC.pdf» Robert B. Tapley Regional Sales Manager ~It7lp~itl~e e-recording made simple robert@simplifile.com 972.922.7058 cell 800.400.5657 x1171 office 4844 North 300 West, Suite 202 Provo, UT 84604 800.460.5657 x8130 support .................... www.simplifile.com 9/22/2009 Im~lementaian Packet E-R~~ORD~NG THROUGH SIMPLIFEL.E ~' s simplifile Implementation Packet Overview '~ ~ r Dear Valued Customer, We hope that you find the information in this packet useful. It has been prepared specifically to make your county implementation to eRecording as simple as possible. The packet includes: • A Checklist of the requirements Simplifile will need to complete the process • The General Information Section provides more details on terms in the checklist • A Bank Form outlines the information needed to setup the County payment profile • Contact Information Form outlines the contact information needed • A standard Electronic Recording Approved Procedures agreement We are excited to have the opportunity to help you move towards eRecording. Our singular focus is providing easy-to-use technology, superior services, and the best customer care in the industry. Feedback is always welcome. Feel free to contact your Simplifile Sales Representative with any questions you may have. Sincerely, Your Simplifile Team E-Doc Implementation PREPARATION CHECKLIST <. . .. . -- i. .l °;~ Thank you for your interest in integrating the Simplifile e-recording service with your E- Doc system. Prior to the implementation, the items on this checklist are needed before Simplifile can begin the county implementation. Please work with your Simplifile sales representative to define these items and how they apply to your county. COMPLETED BY THE COUNTY ^ MOU/Agreement Contact Information ^ Workflow Requirements ^r Helper Doc Requirements ~ Fee Schedules ^ Doc Types ^ Indexing Requirements Completed Bank Form ^ Stamp ^ Rejection Reasons COMPLETED BY E-DOC ^ CSV Location (Network Mapped Drive) County Implementation GENERAL INFORMATION t ~'~ WORKFLOW REQUIREMENTS How does your county record in the paper world? Will the document need to be reviewed by the auditor, treasu er, etc or,car~ pit (`]f~o straight to the county? a 6e FEE SCHEDULES, DOCUMENTS TYPES & INDEXING REQUIREMENTS How much are fees per instrument type and number of pages? Simplifile likes to get the fee information directly from the county rather than pulling it~off the website to verify the most current version is used. _~~ ~~~~~'~`~ ~ "r "°``'~°m Document types list includes any instruments the county has given permission to eRecord along with any corresponding external codes in the vendor's system. Procedures regarding adding a new doc type vary per vendor integration as some vendors must map the instrument in their system before Simplifile can add it to the submitter side. Simplifile's standard indexing includes grantor, grantee, and consideration. The county can choose on each e-recorded document type whether the indexing is null, optional or required, please include this information on the document type list. HELPER DOC REQUIREMENTS What documents need to be included with an instrument that may or may not be recorded? Examples of helper documents include the Transfer Declaration in Colorado, the Declaration of Value in Nevada and the RTT in Pennsylvania.