15-140.00 Spokane County: Document View Subscription 15- (4-a
DOCUMENT 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 Spokane City of the Valley Public
Works Department, having offices for the transaction of business at 11707 East Sprague 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.
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e.
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, 2016, 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 anycalendaryear, ISD will automaticallycancel the Subscriber's access to the Spokane
P
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 internet (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
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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 agrees 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
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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:1116 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@a,spokanecountv.org
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ISD hereby designates the following individual for the purpose of administering this Agreement.
Name of Representative: Becky Gehret
Title: Director of Information Services
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@spokanecounty.org
Subscriber hereby designates the following individual for the purpose of administering this
Agreement:
Name of Representative: IA Ke itte tc%Vi
Title: (1 { Koko ke,
Mailing Address: it-707 E. SPRY LEr ! SOME ((3::
City, State and Zip Code 51)(pNNE J4,l l 1 l,Jt� CVV_In17
Telephone Number: ( ) 52D0
Fax Number: (5O`t) 55—Ottih1
E-mail Address: Kf&c1( nn 01,4,r ;r.3 14\‘ec�. . tcj
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,
2016. 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 15th day
of the month shall require payment for that month. Subscriptions received on or after the 16`h day
of the month shall not require payment for that month.
SECTION NO.8: LINIITATION 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
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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
31'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
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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,terms 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
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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 /7 L2 €2 /C.1 - °C)(6.-- SPOKANE COUNTY AUDITOR
By: (
Title:_Auditor
DATE i� 92-27 /� SUBSC' :ER
.11/AX.
Title: ,y't`'L
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