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14-031.00 Spokane County AuditorDOCUMENT VIEWER SUBSCRIPTION AGREEMENT THIS AGREEMENT made and entered into by and between the SPOKANE COUNTY AUDITOR, having offices for the transaction of business at W. 1116 Broadway Avenue, Spokane, Washington 99260, hereinafter referred to the "Auditor ", and City of Spokane Valley, having offices for the transaction of business at 11707 East Sprague Avenue Suite 106 Spokane Valley WA 99206, hereinafter referred to as the "Subscriber," jointly referred to as the "Parties ". RECITALS WHEREAS, pursuant to the provisions of chapters 36.22 RCW and Title 65 RCW, the Spokane County Auditor has the legal duty to record deeds and other written instruments required or permitted by law and is the custodian recorded documents within the Spokane County; and WHEREAS, the Spokane County Auditor makes recorded instruments available to members of the public in the Spokane County Auditor's Office during the Auditor's Office normal business hours; and WHEREAS, the Spokane County Auditor is in the process of transferring certain recorded instruments to an electronic format which, through an electronic access administered by the Spokane County Information Systems Department known as the "Spokane County Auditor's Document Viewer Application" will allow internet viewing access to such recorded instruments; and WHEREAS, the Spokane County Auditor, in conjunction with the Spokane County Information Systems Department, will allow subscribers to contract with the Auditor to obtain access to the Spokane County Auditor's Document Viewer Application system which will allow them internet viewing access to certain recorded instruments. NOW, THEREFORE, for and in consideration of the mutual terms, conditions and covenants set forth hereinafter, Auditor and Subscriber agree as follows: SECTION NO. 1: PURPOSE. The purpose of this Agreement is to establish the terms and conditions under which the Auditor, through the Spokane County Information Systems Department, will provide the Subscriber access to the Spokane County Auditor's Document Viewer Application system which will allow the Subscriber internet viewing access to certain recorded instruments. SECTION NO. 2: DEFINITIONS. As used throughout this Agreement, the following terms shall have the meanings set forth below: a. "Agreement" shall mean this agreement. b. "Annual Subscription Charge" shall mean that charge established by the Spokane County Information Systems Department on an annual basis to set up and maintain electronic access to view recorded instruments as provided for under this Agreement — it will be reviewed and updated annually. c. "Subscriber" shall mean the individual or company executing this Agreement. Page 1 of 8 c. "Subscriber" shall mean the individual or company executing this Agreement. d. "Auditor" shall mean the Spokane County Auditor. e. "Employee" shall mean those individuals employed by a Subscriber who are authorized by the Subscriber to utilize the electronic access to view document under this Agreement. f. "Grantor /grantee" indices shall mean the names of the parties involved in the transaction used to create the recording index per RCW 65.04.015, g. "ISD" shall mean Spokane County Information Systems Department. h. "Recorded instruments" shall mean those instruments available for viewing under this Agreement and made available by Auditor online.. SECTION NO. 3: TERM AND EFFECTIVE DATE OF AGREEMENT The initial term of this Agreement shall commence on the date of execution by the Auditor and will run through December 31, 2014, unless terminated earlier as provided for herein. The Parties agree that the Agreement will automatically renew for additional one year time frames upon Subscriber's payment of the then current Annual Subscription Charge in effect for the renewal calendar year. If the Subscriber Annual Subscription Charge is not received prior to December 31 of any calendar year, ISD will automatically cancel the Subscriber's access to the Spokane County Auditor's Document Viewer Application. SECTION NO. 4: RESPONSIBILITIES OF THE PARTIES a. RESPONSIBILITIES OF THE AUDITOR: (1) Auditor will authorize ISD to provide Subscriber access via the interne (the "Web ") to those Recorded instruments made available through the Spokane County Auditor Document Viewer System. Access will be unavailable during scheduled maintenance periods, interruption in Subscriber's Internet service, or any delay or lapse in Service as set forth in Section 8. (2) Auditor will provide access to grantor /grantee index and access to view and/or print images of recorded documents made available through the Spokane County Auditor Document Viewer System. b. RESPONSIBILITIES OF THE SUBSCRIBER: (1) Subscriber warrants and agrees that he /she will not allow access to Spokane County information systems by unauthorized outside entities. (2) Subscriber assumes all risk of relying on the grantor /grantee index and /or the recorded instruments accessed pursuant to this Agreement. (3) Subscriber shall be responsible for all activities of Employee(s) who obtain access Page 2 of 8 through use of the Subscriber's identifier and password. (4) Subscriber will be responsible for all training of their / its personnel in the operation of equipment and software, if any, used to connect to and operate ISD internet application. (5) Subscriber shall not publish or sell recorded instruments, data or information obtained pursuant to this Agreement unless otherwise provided for herein. Subscriber shall not acquire any proprietary rights, exclusive or otherwise, to any recorded instruments obtained pursuant to this Agreement. (6) Subscriber agrees not to disclose, divulge or reveal the ID and /or passwords which are provided by the ISD for its access to the Spokane County Auditor's Document Viewer to any person, firm, or individual, other than its assigned Employees. Violation of this provision shall result in immediate suspension of access to the recorded instruments and may result in termination of the Agreement pursuant to Section 9. (7) Subscriber acknowledges that only the Auditor or designated Auditor employees are authorized to certify recorded documents as true and exact copies of the recorded documents and agrees not to present images extracted from the Spokane County Auditor's Document Viewer as Auditor certified copies. (8) Subscriber agree s to exercise at all times the same care with respect to the identifiers and passwords, if any, or any other materials or information provided by ISD that the Subscriber would exercise in the protection of the Subscriber's own confidential information or property and to not release or disclose passwords to any other person without ISD's prior consent. If Subscriber becomes aware of any release or unauthorized use of identifiers or passwords, Subscriber shall notify ISD immediately to arrange to reset the identifiers or passwords. (9) The Subscriber acknowledges and accepts that all information and data provided under this Agreement is provided on an AS IS basis and that the Auditor shall not be responsible for providing support or assistance of any nature to the Subscriber. (10) Subscriber agrees to immediately notify the ISD when any of its employees having access to its Subscriber ID and password leaves employment so that the old password, if necessary, can be cancelled and a new password can be issued. (11) Subscriber agrees to comply with all current, or as subsequently amended federal and state laws, court rules and administrative rules and policies governing, regulating and /or relating to the dissemination of recorded instruments viewed under this Agreement. (12) Subscriber acknowledges and agrees that the Spokane County Auditor (1) does not warrant that the grantor /grantee index and documents and /or information available under the Spokane County Auditor's Document Viewer is accurate or complete except that they are recorded; (2) makes no representations regarding the identity of any persons whose names appear in any index or document and /or information on the Spokane County Auditor's Document Viewer, and (3) denies liability for any damages "resulting from the release or use of the index or documents and /or Page 3 of 8 information obtained from the Spokane County Auditor's Document Viewer. Subscriber and Users should verify information contained in indexes and recorded instruments viewed on the Spokane County Auditor's Document Viewer by other appropriate ways. (13) Subscriber acknowledges that the Spokane County Auditor provides no warranty, expressed or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose, with respect to the grantor /grantee index and recorded instruments available documents and /or information made available through the Spokane County Auditor's Document Viewer. (14) Subscriber acknowledges that the Spokane County Auditor provides no warranty, expressed or implied, that the grantor /grantee index and documents and /or information within documents provided under the Spokane County Auditor's Document Viewer is accurate, current, correct or complete. It is expressly understood that it is the responsibility of the Subscriber and/or Users viewing the Recorded instruments to verify the data or information obtained from the Spokane County Auditor's Document Viewer. (15) Subscriber acknowledges and agrees that any recorded instruments made available to the undersigned from the Spokane County Auditor's Document Viewer will not be used for the commercial resale of lists or solicitation of individuals named in the recorded instruments. (16) Subscriber will be responsible for providing and maintaining all equipment and software required for internet connectivity to the Spokane County website. (17) Subscriber acknowledges its responsibility for advising any employees granted access the provisions in this Section. SECTION NO. 5: AMENDMENTS a. No modification or amendment of this Agreement shall be valid until the same is reduced to writing and executed with the same formalities as this present Agreement. b. Auditor specifically reserves the right, at any time, with or without notice and in its sole discretion, to make changes deemed appropriate to the format of the Spokane County Auditor's Document Viewer. SECTION NO. 6. PARTIES REPRESENTATIVES Auditor hereby designates the following individual as its designee for the purpose of administering this Agreement. Name of Representative: Melanie Muzatko Title: Spokane County Auditor Records Manager Mailing Address:1 116 W Broadway Avenue City, State and Zip Code: Spokane, Washington 99260 Telephone Number: (509) 477 -5959 Fax Number: (509) 477 -6451 E -mail Address: MMuzatko(@spokanecounty.org Page 4 of 8 ISD hereby designates the following individual for the purpose of administering this Agreement. Name of Representative: Becky Gehret Title: Programming Services Manager Mailing Address: 815 N Jefferson St City, State and Zip Code Spokane WA 99260 Telephone Number: 509- 477 -4244 Fax Number: 509- 477 -4705 E -mail Address: BGehret @spokanecowrty.org Subscriber hereby designates the following individual for the purpose of administering this Agreement: Name of Representative: )4i kL Seuckson Title: G 4( 4-1t: h 4 ,ems Mailing Address: j J 1 �°] �. Ste_. / ct. City, State and Zip Code S okohc, / /.e 14.)i4 '4f 2.41, Telephone Number: kCO Zj _tc,00 Fax Number: j) 4 E -mail Address: fr,";ete lc4, u<<;,C{ac,•by. SECTION NO. 7: CHARGES Subscriber shall pay iSD the following charges for services provided under this Agreement: a. The initial Annual Subscription charge is $120.00 and will run through December 31, 2014. Each subscriber will be assigned a unique login and password, allowing for one single concurrent user session per assigned login. b. The Annual Subscription charge is due and payable to ISD upon signing the Agreement. ISD shall send each current Subscriber notice of the renewal subscription fee by December 1 of the subscription year. If the annual subscription fee is not paid in conjunction with the notice of renewal, the Agreement will be automatically cancelled at the end of the then calendar year. If the Agreement is not signed at the beginning of any calendar year, the Annual Subscription charge shall be prorated in twelve (12) equal amounts with the Subscriber paying that amount equal to the remaining months in the year. Subscriptions received on or before the 15" day of the month shall require payment for that month. Subscriptions received on or after the 16th day of the month shall not require payment for that month. SECTION NO. 8: LIMITATION ON LIABILITY a. Each party to this. Agreement shall be responsible for its own acts and/or omissions and those of its users, its officials, employees and agents. b. Subscriber agrees that Spokane County and the Auditor shall not be liable for any claim or damages of any nature arising out of or connected with Subscriber's use of the recorded instruments made available to Subscriber under this Agreement or for delays or lapses in Page 5 of 8 furnishing recorded instruments under this Agreement including: • failure in the service furnished by ISD under this Agreement, • failure of the ISD's equipment, software or other communications or computer equipment for any reason, or • loss or damages which result from any act of nature, fire, civil disturbance, strike, work stoppage, power failures, laws, regulations, order of any governmental agency or official, or any other cause not within the Auditor's control. In the event of any delay or lapse in furnishing Recorded instruments, ISD shall resume performance as soon as practicable upon cessation of the condition preventing performance. SECTION NO. 9: TERMINATION a. This Agreement shall automatically terminate at the end of each calendar year, unless the Subscriber notifies the ISD by payment of an annual subscription charge prior to December 31st of each calendar year. b. If the Subscriber breaches any of its obligations hereunder, and fails to cure the breach within fourteen (14) calendar days of written notice to do so by the Auditor, the Auditor may terminate this Agreement. The termination shall be effective upon the date set forth in the written notice. In the event of unauthorized access via the Subscriber's password or user identifier, Auditor may temporarily suspend access by Subscriber to Spokane County Auditor's Document Viewer pending cure of the breach or pending termination of the Agreement. If the Auditor terminates under this subsection, the Subscriber shall not be entitled to a refund of any charge paid under the Agreement. c. Subscriber may terminate this Agreement for any reason whatsoever. If the Subscriber terminates under this subsection, the Subscriber shall not be entitled to a refund of any charge paid under the Agreement. d. Upon the effective date of termination, the ISD will immediately disable the data access provided for in this Agreement. e. The Auditor, in addition to any other rights contained herein, reserves the right to discontinue this service. If the Auditor elects to discontinue the service other than at the end of a calendar /contract date, a prorate share of the annual subscription fee will be returned to the subscriber. SECTION NO. 10: NON - WAIVER OF RIGHTS No officer, employee, agent or otherwise of the Auditor has the power, right or authority to waive any of the conditions or provisions to this Agreement. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. All remedies afforded in this Agreement or at law shall be taken and construed as cumulative, that is, in addition to every other remedy provided herein or by law. Failure of the Auditor to enforce at any time any of the provisions of this Agreement or to require at any time performance by Subscriber of any provision hereof, shall in no way be construed to be a waiver of such provisions, nor in any way affect the validity of this Agreement or any part hereof, or the right of the Auditor to hereafter enforce each and every such provision. SECTION NO. 11: COMPLIANCE WITH LAWS Page 6 of 8 Subscriber shall comply with all applicable federal, state and local laws, rules and regulations in conjunction meeting its responsibilities under this Agreement. SECTION NO. 12: DISPUTES Differences between or among the Subscriber, ISD, and Auditor arising under and by virtue of this Agreement, shall be brought to the attention of the Auditor at the earliest possible time in order that such differences may be settled or other appropriate action promptly taken. SECTION NO. 15: CHOICE OF LAW, JURISDICTION AND VENUE a. This Agreement has been and shall be construed as having been made and delivered within the state of Washington and it is agreed by the Parties that this Agreement shall be governed by the laws of the state of Washington, both as to its interpretation and performance. b. Any action at law, suit in equity, or judicial proceeding arising out of this Agreement shall be instituted arid maintained only in any of the courts of competent jurisdiction in Spokane County, Washington. SECTION NO. 16: SEVERABILITY It is understood and agreed among the Parties that if any parts, terns or provisions of this Agreement are held by the Court to be illegal, the validity of the remaining portions or provisions shall not be affected and the rights and obligations of the Parties shall not be affected in regard to the remainder of the Agreement. If it should appear that any part, term or provision of this Agreement is in conflict with any statutory provisions of the state of Washington, then the part, term or provision thereof that may be in conflict shall be deemed inoperative and null and void insofar as it may be in conflict therewith and this Agreement shall be deemed to modify to conform to such statutory provision. SECTION NO. 17: ENTIRE AGREEMENT The Parties agree that this Agreement is the complete expression of its terms and conditions. Any oral or written representations or understandings not incorporated in this Agreement are specifically excluded. SECTION NO. 18: NOTICES Any notices shall be effective if personally served upon the other party or if mailed by registered or certified mail, return receipt requested, to the addresses set out in Section 6. Notice may also be given by facsimile with the original to follow by regular mail. Notice shall be deemed to be given three days following the date of mailing or immediately if personally served. For service by facsimile, service shall be effective upon receipt during working hours. If a facsimile is sent after working hours, it shall be effective at the beginning of the next working day. SECTION NO. 19: EXECUTION AND APPROVAL The Parties warrant that the officers / individuals executing below have been duly authorized to act for and on behalf of the party for purposes of confirming this Agreement. SECTION NO. 20: COUNTERPARTS Page 7 of 8 This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same. SECTION NO. 21: THIRD PARTY BENEFICIARIES This Agreement is intended for the benefit of the Auditor and Subscriber and not for the benefit of any third parties. SECTION NO. 23. SURVIVAL Without being exclusive, Section 8 and 15 of this Agreement shall survive any termination, expiration or determination of invalidity of this Agreement in whole or in part. Any other Sections of this Agreement which, by their sense and context, are intended to survive shall also survive. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date opposite their signature block. DATE vovkt x- 3, old l Li . SPOKANE COUNTY AUDITOR By: (,Z Title: ate_ el Ai , DATE x/020 /y SUBSCRIBER By:" Title: C/67 off Page 8 of 8