Agenda Item   

AGENDA STAFF REPORT

 

                                                                                                                        ASR Control  24-000672

 

MEETING DATE:

08/27/24

legal entity taking action:

Board of Supervisors

board of supervisors district(s):

All Districts

SUBMITTING Agency/Department:

Clerk-Recorder   (Approved)

Department contact person(s):

Hugh Nguyen (714) 834-2248 

 

 

Adam Steckler (714) 834-2315

 

 

Subject:  Consent for Merger of Extract Systems LLC

 

      ceo CONCUR

County Counsel Review

Clerk of the Board

          Concur

N/A

Consent Calendar

 

 

3 Votes Board Majority

 

 

 

    Budgeted: N/A

Current Year Cost:   N/A

Annual Cost: N/A

 

 

 

    Staffing Impact:

No

# of Positions:            

Sole Source:   No

    Current Fiscal Year Revenue: N/A

   Funding Source:     N/A

County Audit in last 3 years: No

   Levine Act Review Completed: N/A

 

    Prior Board Action:         6/7/2022 #2, 4/26/2016 #2

 

RECOMMENDED ACTION(S):

 

 

 

Approve and consent to the change in the ownership structure of Extract Systems LLC to continue to provide Auto-Indexing and Redaction Software and Maintenance Services pursuant to existing Contract MA-059-22011525.

 

 

 

 

 

SUMMARY:

 

Approval and consent to the Extract Systems LLC change in ownership structure will support the Clerk-Recorder’s mandated responsibilities related to the indexing of real property documents and the redaction of social security numbers from recorded real property documents made available to the public.

 

 

 

BACKGROUND INFORMATION:

 

The Orange County Clerk-Recorder (Clerk-Recorder) is responsible for recording, filing, and maintaining all real property transactions occurring within the County of Orange.  These activities are regulated by the State of California law that outlines the County Recorder’s responsibilities and activities related to the recording and filing of real property transactions throughout the State.  The Clerk-Recorder is mandated by Government Code, Section 27301, 27361.4, and Resolution No. 95-140, to redact the first five digits of social security numbers contained in property records, and to index every document, paper or notice within two business days after the date of recordation.

 

On April 26, 2016, the Board of Supervisor (Board) approved Contract MA-059-16011721 for Auto-Indexing and Redaction Software and Maintenance Services with Extract Systems LLC (Extract) with a maximum obligation of $501,631 for the term of April 26, 2016, through June 30, 2021.  On June 7, 2022, the Board approved Contract MA-059-22011525 with Extract Systems LLC with a maximum obligation of $562,639 for the term of July 1, 2022, through June 30, 2027.

 

This software provided for the auto-indexing of all property records after recording, a process which the Clerk-Recorder had previously completed manually.  This solution greatly improved index processing time and format for inconsistencies which were previously noted in manual processing.  The public benefited greatly by having the ability to view property records within two business days of recording.

 

The Clerk-Recorder was notified on July 17, 2024, that on or about August 1, 2024, Extract would be acquired by Tennessee based The White Stone Group LLC (White Stone) by merging White Stone’s wholly-owned Wisconsin subsidiary, Evolution Merger Sub, LLC, into  Extract resulting in Extract becoming a wholly owned subsidiary of White Stone and surviving the merger with the same name and legal entity after the merger. Extract will continue operating with all the same assets, rights, obligations and duties as it had before the merger, including its duties and obligation to the County under the Contract.

 

The Clerk-Recorder corresponded with the County Procurement Division regarding the requirements concerning Contract Policy Manual Section 3.1-116 for Contractor Name/Ownership Changes. County Procurement determined that the Contract does not need to be modified, however, to comply with 3.1-116 Item (1) the Clerk Recorder was advised to seek Board of Supervisors approval and consent to the ownership structure change for this Board awarded contract.

 

 

 

FINANCIAL IMPACT:

 

N/A

 

 

STAFFING IMPACT:

 

N/A

 

 

ATTACHMENT(S):

 

Attachment A - Contract MA-059-22011525 with Extract Systems LLC
Attachment B - Government Code Section 27301, 27361.4, and Resolution No. 95-140