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~* = ''~" COUNTY OF BUTTE, STATE OF CAt_IFORNIA
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Ord ~`~3U~~~v" Resolution No. 13-167
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RESOLUTION AUTHORIZING THE COUNTY CLERK-RECORDER OR DESIGNEE TO ENTER INTO CERTAIN
MEMORANDA OF UNDERSTANDING AND TAKE OTHER ACTIONS TO ESTABLISH AN ELECTRONIC RECORDING DELIVERY
SYSTEM UNDER THE ELECTRONIC RECORDING DELIVERY ACT OF 2004
WHEREAS, the California Attorney General has been delegated authority under the Electronic Recording
Delivery Act of 2004 for establishing regulations and the regulation and oversight of electronic recording delivery
systems; and
WHEREAS, on November 6, 2012, the Board of Supervisors of Butte County approved the County's participation
in the Electronic Recording Delivery Act of 2004 ("ERDA") and authorized the County Clerk-Recorder, or designee, to
negotiate and execute Memoranda of Understanding agreements necessary to implement county participation in the
ERDA; and
WHEREAS, the County Clerk-Recorder was authorized to sign a yearly Letter of Intent and an Addendum to a
Memorandum of Understanding with the State Department of Justice in order to continue participation in the Electronic
Recording Delivery System ("ERDS"), which the Board of Supervisors authorized on November 6, 2012; and
WHEREAS, under the ERDA, the State Attorney General has established regulations and has the authority for
system certification, regulation and oversight of electronic recording delivery systems and the County Clerk-Recorder
shall comply with all such ERDA regulations if it is to participate in an electronic recording delivery system; and
WHEREAS, Government Code section 27397(c)(1) authorizes a County Recorder to impose a fee in the amount
up to and including one dollar ($1.00) for each real property instrument that is recorded; and
WHEREAS, the Board of Supervisors of Butte County amended the Butte County Master Fee Schedule on June
28, 2011, to authorize the additional $1.00 recording fee for implementation of the ERDS; and
WHEREAS, the ERDA authorizes a County Recorder to enter into contracts (submitter agreements) with
authorized submitters (such as title companies and lending institutions) who wish to submit real property records
electronically; and
WHEREAS, the California Electronic Recording Transaction Network Authority ("CERTNA"), a California joint
powers authority established in July 2007, has standardized electronic recording of documents across multiple member
counties by creating an umbrella agency to develop, operation and maintain an ERDS; and
WHEREAS, CERTNA has developed an electronic recording delivery system ("CERTNA ERDS"), approved by the
State Attorney General, that allows certain "submitters" under the ERDA and government agencies to electronically
submit real property documents for recording; and
WHEREAS, The County's participation in the CERTNA ERDS will be efficient and expedite the implementation of
electronic recording of real property documents in the County; and
NOW, THEREFORE, BE IT RESOLVED, that the Butte County Board of Supervisors hereby:
• Finds and declares that the foregoing recitals are true and correct; and
• Authorizes the County Clerk-Recorder to participate in the CERTNA ERDS by executing the Memoranda
of Understanding specified below and complying with the ERDA; and
• Authorizes the County Clerk-Recorder to submit applications for system certification to the ERDS
Program and, in doing so, comply with California Code of Regulations, Title 11, Division 1, Chapter 18,
Articles 1 through 9; and
• Authorizes the County Clerk-Recorder to execute a Memorandum of Understanding with CERTNA to
participate in the CERTNA ERDS, for a term of three years and payment of an annual amount not to
exceed $10,000 per year for the first three years; and
• Authorizes the County Clerk-Recorder to execute a Memorandum of Understanding with CERTNA
providing for the County's participation in the CERTNA Government Agency to Government Agency
(G2G) electronic recording delivery system allowing electronic recording of real property documents by
participating government agencies; and
• Authorizes the County Clerk-Recorder to execute Memoranda of Understanding with authorized
submitters (such as title insurers and institutional lenders, and as specified in the ERDA) in the form of
Memorandum of Understanding approved by CERTNA and approved as to form by County Counsel,
permitting submission of real property records electronically to the County Clerk-Recorder; and
• Authorizes the County Clerk-Recorder to issue payments to CERTNA for the County's participation in the
CERTNA ERDS based on the volume of documents recorded with the County Clerk-Recorder for which an
electronic recording fee ($1.00) is collected. The CERTNA ERDS fee schedule used to calculate County's
annual CERTNA ERDS fees is established annually by the CERTNA Board of Directors and County is to
receive 90 days advance notice of any change in the CERTNA ERDS fees it pays to CERTNA to participate
in the CERTNA ERDS.
BE IT FURTHER RESOLVED, that:
• The County Clerk-Recorder and staff shall comply with the ERDA and regulations issued under the ERDA,
including conducting fingerprinting and criminal background checks on persons with secure access to
the CERTNA ERDS, as required by Government Code section 27395(b), notifying the State Attorney
General ERDS Program if there is a change of County Clerk-Recorder, and if the County wishes to
withdraw its system certification; and
• This Resolution shall take effect upon its adoption.
PASSED AND ADOPTED, by the Board of Supervisors, County of Butte, State of California, this 10th day of
December, 2013, by the following votes:
AYES: Supervisors Wahl, Kirk, Lambert, Teeter and Chair Connelly
NOES: None
ABSENT: None
NOT VOTING: None
Bill Connelly, Chair
Board of Supervisors
ATTEST:
Paul Hahn, Chief Ad~iinistrative Officer and
Clerk of the Bo'°`~-d:rOf SJdp~xviso'rs
By:
ATTACHMENT
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MEMORANDUM OF UNDERSTANDING BETWEEN
CERTNA AND CANDACE J. GRUBBS,
BUTTE COUNTY CLERK-RECORDER,
FOR AB 578 ELECTRONIC RECORDATION IMPLEMENTATION
THIS MEMORANDUM OF UNDERSTANDING (hereinafter "MOU") is made and
executed as of this _ day of , 20_, by and between the California
Electronic Recording Transaction Network Authority ("CERTNA"), a Joint Powers
Authority, and Candace J. Grubbs, the BUTTE COUNTY CLERK-RECORDER
("RECORDER").
CERTNA has developed and implemented an electronic recording system
pursuant to Assembly Bill 578 (Stats. 2004, Ch. 621, Sec. 2, California Government
Code Sections 27390 et seq.). The system has been certified by the California Attorney
General, and participants in the system can accept for recordation digitized and certain
digital documents pursuant to AB 578 and regulations issued pursuant thereto.
RECORDER seeks to participate in the CERTNA AB 578 System. The rights and
responsibilities established by this MOU are intended to assure the continuing security
and lawful operation of the CERTNA AB 578 System under Government Code Sections
27390 et seq. and applicable regulations.
NOW, THEREFORE, CERTNA and RECORDER hereby agree as follows:
ARTICLE I -- DEFINITIONS
Terms defined in Government Code Section 27390 et seq. shall have the same
meaning when used in this MOU.
ARTICLE II -GENERAL DUTIES AND RESPONSIBILITIES
A. RECORDER agrees to become a voluntary participant in the CERTNA
AB 578 System. RECORDER is designated as a "Client County" of CERTNA, with
rights and responsibilities defined by this MOU, but RECORDER is not a member of
CERTNA and is not a party to the Joint Powers Agreement that governs CERTNA.
B. For participation in the CERTNA AB 578 System, RECORDER shall
pay to CERTNA fees calculated pursuant to a tier pricing plan based on RECORDER's
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annual recording volume through the CERTNA AB 578 System. A copy of this tier
pricing plan shall be provided to RECORDER prior to the commencement of this MOU,
upon request by RECORDER, and any time the tier pricing plan is amended by
CERTNA. The tier pricing plan is incorporated herein by reference. CERTNA shall
provide to RECORDER an invoice of all fees due, and RECORDER shall pay such fees
within 30 days of receipt of the invoice. Other costs that are ancillary to RECORDER's
participation in the CERTNA AB 578 System, such as the required security audit, are
not included in the tier pricing plan and shall be the sole responsibility of RECORDER.
C. RECORDER shall install at RECORDER's facilities, pursuant to
applicable law and CERTNA guidelines, the necessary hardware and software for
RECORDER's access to the CERTNA AB 578 System. RECORDER shall provide
appropriate hardware and other software that may be necessary for connection to the
CERTNA AB 578 System. CERTNA and RECORDER shall work together to test the
installation to ensure that the installation is functional and is protected by applicable
security systems.
D. CERTNA retains ownership of the CERTNA AB 578 software and is
responsible for any modifications, upgrades, or enhancements. CERTNA has final
authority on the functionality, enhancements, or upgrades of the CERTNA AB 578
software.
E. RECORDER is expressly prohibited from making any
software/hardware modification to the CERTNA AB 578 system without written consent
of CERTNA.
F. CERTNA or RECORDER or the California Attorney General may
terminate access to the CERTNA AB 578 System, or any part thereof, or may terminate
access of any authorized staff, at any time it deems it necessary to protect the CERTNP
AB 578 System, to protect the public interest, to protect the integrity of public records, tc
protect homeowners or real property owners from financial harm, or at any other time a:
authorized by law. No cause of action or liability against RECORDER or CERTNA or
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California Attorney General shall arise from any decision of RECORDER or CERTNA or
California Attorney General to terminate or deny access of any person or entity to the
~ CERTNA AB 578 System.
G. Access to the CERTNA AB 578 software, scan, and transmission
process shall be governed by an authentication system approved by CERTNA and
RECORDER. All administrative access to the authentication system shall be restricted
to RECORDER employees and CERTNA employees and California Attorney General
employees and authorized computer security auditors. RECORDER shall delete or
modify security access for those individuals who leave its employ and notify CERTNA c
any change in employee status.
H. RECORDER shall provide CERTNA with physical access during
normal business hours to all of RECORDER's hardware and software interacting with
the CERTNA AB 578 System.
ARTICLE III -TECHNICAL REQUIREMENTS
A. RECORDER shall accept digitized images or digital images of
recordable Instruments sent via the CERTNA AB 578 System in conformance with
Government Code Section 27390 et seq. and applicable regulations.
ARTICLE IV -GENERAL PROVISIONS
A. In the performance of this MOU, CERTNA and RECORDER shall each
act in an independent capacity and not as an officer, employee, or agent of the other.
B. RECORDER shall not enter into any subcontract for services covered
by this MOU without first obtaining written approval from CERTNA. Any subcontract
shall be subject to the same terms and conditions as this MOU.
C. This MOU shall not be assigned by any party without the written
~ ~ consent of the other party.
D. This MOU is intended by the parties hereto as a final expression of
....their understanding with respect to the subject matter hereof and supersedes any and
all prior or contemporaneous MOUs or understandings or contracts. This MOU may be
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changed or modified only upon the written consent of the parties hereto. Any alteration,
variation, modification, amendment or waiver of the provisions of this MOU shall be
valid only when reduced to writing and signed by the parties hereto.
E. In the event of a problem or potential problem that could impact the
quality or quantity of work, services, or the level of performance under this MOU, the
party with knowledge of the problem shall notify the other party as soon as possible in
~ writing and by telephone.
F. This MOU shall be governed by the laws of the State of California.
G. CERTNA shall have the absolute right to review and audit any aspect
of the CERTNA AB 578 System, security, all related records, books, papers,
documents, and other pertinent items as requested. The California Attorney General
.and authorized computer security auditors have the right to review and audit any aspect
of the CERTNA AB 578 System, security, all related records, books, papers,
documents, and other pertinent items under Government Code Section 27390 et seq.
and applicable regulations. RECORDER shall provide full cooperation in any auditing
or monitoring conducted. All records pertaining to services under this MOU shall be
available for examination and audit by CERTNA representatives and other authorized
personnel for a period of one year.
H. RECORDER agrees to indemnify, defend and hold harmless CERTNA,
its authorized officers, employees, agents and volunteers from any and all claims,
actions, losses, damages and/or liability arising from RECORDER's acts, errors or
omissions and for any costs or expenses incurred by CERTNA on account of any claim
therefore, except where such indemnification is prohibited by law. CERTNA agrees to
indemnify, defend and hold harmless RECORDER, its authorized officers, employees,
agents and volunteers from any and all claims, actions, losses, damages and/or liability
arising from CERTNA's acts, errors or omissions and for any costs or expenses
incurred by RECORDER on account of any claim therefore, except where such
indemnification is prohibited by law.
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ARTICLE VI -NOTICES AND REPORTS
Any notice or report desired to be served by either party upon the other
shall be addressed, personally delivered, or mailed to the respective parties as set forth
I below:
(RECORDER:
(CERTNA:
Candace J. Grubbs
Butte County Clerk-Recorder
25 County Center Drive, Suite 105
Oroville, CA 95965-3375
Patrick Honny
Executive Director
CERTNA
222 W. Hospitality Lane
San Bernardino, CA 92415
ARTICLE VII -TERM AND TERMINATION
A. This MOU shall take effect as of the date set forth above and shall
~ continue in full force and effect until terminated hereunder.
B. Either party may terminate this MOU for any reason by serving the
other party with prior written notice of at least thirty (30) days. In the event of such
termination, fees, as calculated pursuant to Section II.B. above, shall be paid by
RECORDER through the end of the current calendar year (December 31).
C. Upon termination, all CERTNA AB 578 software and/or equipment
owned by CERTNA or RECORDER must be returned to its owner within thirty (30) days
of termination.
D. In addition to other termination provisions contained herein, in the even
that either party determines that the other party's performance of its duties or other
terms of this MOU are deficient in any manner, notice of such deficiency shall be sent it
writing or orally, provided written confirmation is provided five (5) days thereafter. Any
deficiency shall be remedied within forty-eight (48) hours of such notification, or the
other party may, at its option, terminate this MOU immediately upon written notice.
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IN WITNESS WHEREOF, the parties hereto have executed this MOU as
of the day and year first above written.
CERTNA
Bye
(RECORDER
By:
CANDACE J. GRUBBS
BUTTE COUNTY CLERK-RECORDER
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ATTACHMENT
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MEMORANDUM OF UNDERSTANDING BETWEEN
CERTNA AND CANDACE J. GRUBBS,
BUTTE COUNTY CLERK-RECORDER
FOR G2G ELECTRONIC RECORDATION IMPLEMENTATION
THIS MEMORANDUM OF UNDERSTANDING (hereinafter "MOU") is made and
executed as of this day of , 20_, by and between the California
Electronic Recording Transaction Network Authority ("CERTNA"), and CANDACE J.
GRUBBS, the BUTTE COUNTY CLERK- RECORDER ("RECORDER")
CERTNA has developed and implemented a Government to Government
("G2G") electronic recordation system pursuant to Government Code section 27279,
and has entered into contracts with various California state agencies to implement the
system. The CERTNA G2G System permits state agencies to record electronically
various documents with participating counties. RECORDER seeks to participate in the
CERTNA G2G System. The rights and responsibilities established by this MOU are
intended to assure the continuing security and lawful operation of the CERTNA G2G
System under Government Code section 27279.
NOW, THEREFORE, CERTNA and RECORDER hereby agree as follows:
ARTICLE I -- DEFINITIONS
Terms defined in Government Code Section 27279 shall have the same meaning
when used in this MOU.
ARTICLE II -GENERAL DUTIES AND RESPONSIBILITIES
A. RECORDER agrees to become a voluntary participant in the CERTNA
G2G System.
B. RECORDER shall not be under any obligation to pay any monies to
CERTNA or any state agency for participation in the CERTNA G2G System.
C. CERTNA shall install at RECORDER's facilities the necessary software
for RECORDER's access to the CERTNA G2G System. RECORDER shall provide
appropriate hardware and other software that may be necessary for connection to the
CERTNA G2G System. CERTNA and RECORDER shall work together to test the
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installation to ensure that the installation is functional and is protected by applicable
~ security systems.
D. CERTNA retains ownership of the CERTNA G2G software and is
responsible for any modifications, upgrades, or enhancements. CERTNA has final
~I authority on the functionality, enhancements, or upgrades of the CERTNA G2G
I software.
E. RECORDER is expressly prohibited from making any
software/hardware modification to the CERTNA G2G system without written consent of
(CERTNA.
F. CERTNA or RECORDER or any state agency that is part of the
CERTNA G2G System may terminate access to the CERTNA G2G System, or any part
thereof, or may terminate access of any authorized staff, at any time it deems it
necessary to protect the CERTNA G2G System, to protect the public interest, to protect
the integrity of public records, or to protect homeowners or real property owners from
financial harm. No cause of action or liability against the RECORDER or CERTNA or
any government agency shall arise from any decision of the RECORDER or CERTNA
or any government agency to terminate or deny access of any person or entity to the
CERTNA G2G System.
G. Access to the CERTNA G2G software, scan, and transmission process
shall be governed by an authentication system approved by CERTNA and RECORDER.
All administrative access to the authentication system shall be restricted to RECORDER
employees and CERTNA employees and appropriate state agency employees.
RECORDER shall delete or modify security access for those individuals who leave its
employ.
H. RECORDER shall provide CERTNA with physical access during
normal business hours to all of RECORDER's hardware and software interacting with
the CERTNA G2G System.
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ARTICLE III -TECHNICAL REQUIREMENTS
A. RECORDER shall accept digitized images or digital images of
recordable Instruments sent via the CERTNA G2G System in conformance with
~ Government Code section 27279.
ARTICLE IV -GENERAL PROVISIONS
A. In the performance of this MOU, CERTNA and RECORDER shall each
act in an independent capacity and not as an officer, employee, or agent of the other.
B. RECORDER shall not enter into any subcontract for services covered
by this MOU without first obtaining written approval from CERTNA. Any subcontract
shall be subject to the same terms and conditions as this MOU.
C. This MOU shall not be assigned by any party without the written
~ consent of the other party.
D. This MOU is intended by the parties hereto as a final expression of
their understanding with respect to the subject matter hereof and supersedes any and
all prior or contemporaneous MOUs or understandings or contracts. This MOU may be
changed or modified only upon the written consent of the parties hereto. Any alteration,
variation, modification, amendment or waiver of the provisions of this MOU shall be
valid only when reduced to writing and signed by the parties hereto.
E. In the event of a problem or potential problem that could impact the
quality or quantity of work, services, or the level of performance under this MOU, the
party with knowledge of the problem shall notify the other party as soon as possible in
writing and by telephone.
F. This MOU shall be governed by the laws of the State of California.
G. RECORDER and CERTNA shall each have the absolute right to review
and audit any aspect of the CERTNA G2G System, security, all related records, books,
papers, documents, and other pertinent items as requested. Each party shall provide
j full cooperation to the other party in any auditing or monitoring conducted. All records
pertaining to services under this MOU shall be available for examination and audit by
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RECORDER and CERTNA representatives for a period of one year.
H. RECORDER agrees to indemnify, defend and hold harmless CERTNA,
its authorized officers, employees, agents and volunteers from any and all claims,
actions, losses, damages and/or liability arising from RECORDER's acts, errors or
omissions and for any costs or expenses incurred by CERTNA on account of any claim
therefore, except where such indemnification is prohibited by law. CERTNA agrees to
indemnify, defend and hold harmless RECORDER, its authorized officers, employees,
agents and volunteers from any and all claims, actions, losses, damages and/or liability
arising from CERTNA's acts, errors or omissions and for any costs or expenses
incurred by RECORDER on account of any claim therefore, except where such
indemnification is prohibited by law.
ARTICLE VI -NOTICES AND REPORTS
Any notice or report desired to be served by either party upon the other
shall be addressed, personally delivered, or mailed to the respective parties as set forth
below:
RECORDER:
CERTNA:
Candace J. Grubbs
Butte County Clerk-Recorder
25 County Center Drive, Suite 105
Oroville, CA 95965-3375
Patrick Honny
Executive Director
CERTNA
222 W. Hospitality Lane
San Bernardino, CA 92415
ARTICLE VII -TERM AND TERMINATION
A. This MOU shall take effect as of the date set forth above and shall
continue in full force and effect until terminated hereunder.
B. Either party may terminate this MOU for any reason by serving the
other party with prior written notice of at least thirty (30) business days.
C. Upon termination, all CERTNA G2G software and/or equipment owned
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by CERTNA or RECORDER must be returned to its owner within thirty (30) days of
termination.
D. In addition to other termination provisions contained herein, in the evens
that either party determines that the other party's performance of its duties or other
terms of this MOU are deficient in any manner, notice of such deficiency shall be sent in
writing or orally, provided written confirmation is provided five (5) days thereafter. Any
deficiency shall be remedied within forty-eight (48) hours of such notification, or the
other party may, at its option, terminate this MOU immediately upon written notice.
IN WITNESS WHEREOF, the parties hereto have executed this MOU as
of the day and year first above written.
CERTNA
By.
RECORDER
By:
CANDACE J. GRUBBS
BUTTE COUNTY CLERK-RECORDER
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MEMORANDUM OF UNDERSTANDING BETWEEN
THE BUTTE COUNTY CLERK-RECORDER AND
(sender name]
THIS MEMORANDUM OF UNDERSTANDING (hereinafter "MOU") is made and
~ executed as of this ,day of
20_, by and between the BUTTE
COUNTY CLERK-RECORDER (hereinafter referred to as "RECORDER"), and the
a
~ referred to as "SENDER")
(hereinafter
The purpose of this MOU is to outline the agreement and procedures required to
record documents electronically in RECORDER's County (hereinafter "COUNTY"). The
responsibilities established by this MOU are intended to assure that the Electronic
Recording Delivery System ("ERDS"), as implemented and maintained by the California
Electronic Recording Transaction Network Authority ("CERTNA"), is secure and that
ERDS operating procedures are sufficient to assure the continuing security and lawful
operation of the ERDS as provided for in the Electronic Recording Delivery Act of 2004
("ERDA"), set forth at California Government Code Section 27390 et seq., and
regulations promulgated thereunder, set forth at California Code of Regulations
("CCR"), Title 11, Division 1, Chapter 18, Articles 1 through 9.
NOW, THEREFORE, RECORDER and SENDER hereby agree as follows:
ARTICLE I -- DEFINITIONS
Terms defined in Government Code Section 27390 and/or California Code of
Regulations Section 999.108 shall have the same meaning when used in this MOU.
ARTICLE II -GENERAL DUTIES AND RESPONSIBILITIES
A. SENDER acknowledges that it is a voluntary participant in ERDS.
B. If SENDER is one of the types of entities described in Government
Code Section 27391(b), or an authorized agent of such an entity, then SENDER is
authorized under this MOU to deliver to RECORDER for recording, and return to the
party requesting recording, a digitized electronic record that is an instrument affecting a
right, title, or interest in real property.
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C. If SENDER is one of the types of entities described in Government
Code Section 27397.5(b), or an authorized agent of such an entity, then SENDER is
authorized under this MOU to deliver to RECORDER for recording, and return to the
party requesting recording, a digital or digitized electronic record that is an instrument of
reconveyance, substitution of trustee, or assignment of deed of trust.
D. SENDER is wholly responsible for the scanning, transmission, and
submission of documents. SENDER agrees to abide by the procedures for ERDS as s
forth by CERTNA and RECORDER. RECORDER shall provide a copy of the current
procedures to SENDER. CERTNA and RECORDER each reserve the right to modify
its own procedures at any time, and a copy of any revised procedures will be provided
to SENDER.
E. SENDER shall mail recorded documents to applicable parties together
with a copy of a recorded electronic document to the address specified in the
instructions for mailing upon completion of recording pursuant to Government Code
Section 27391(d).
F. All hardware and software used by SENDER in the ERDS scanning a
submitting process and any additional uses for the scan/submit stations must be
approved by RECORDER prior to installation.
G. SENDER shall provide to RECORDER guidelines for any specific
software/hardware configuration required to install ERDS on SENDER's network. The
SENDER shall provide, at no cost to RECORDER or CERTNA, any and all specific
software/hardware identified as required by SENDER.
H. Access to the ERDS software, scan, and transmission process shall be
governed by an authentication system approved by CERTNA and RECORDER. All
administrative access to the authentication system shall be restricted to RECORDER
', employees and CERTNA employees only. SENDER and any agents of SENDER shall
not perform any authentication administration.
I. SENDER agrees to notify RECORDER of system users who leave
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employment of SENDER or who change office locations. RECORDER shall delete or
modify security access for those individuals.
J. SENDER-controlled remote access to the ERDS system shall be
provided to CERTNA and RECORDER for system administration and maintenance
~ purposes.
K. SENDER shall provide CERTNA and RECORDER with physical
during normal business hours to all of SENDER's hardware and software interacting
~ with the ERDS system.
L. SENDER shall provide first-level technical support to its users for the
ERDS hardware and software. SENDER agrees to perform basic maintenance of its
~ hardware on a regular basis.
M. CERTNA retains ownership of the ERDS software and is responsible
(for any modifications, upgrades, or enhancements. RECORDER shall provide
SENDER access to ERDS on an as-is basis. SENDER may remit suggestions for
enhancements to CERTNA or RECORDER for consideration. CERTNA alone has final
authority on the functionality, enhancements, or upgrades of the ERDS software.
N. SENDER is expressly prohibited from making any software/hardware
modification to the ERDS system without written consent of CERTNA.
O. CERTNA or RECORDER may terminate access to ERDS, or any part
thereof, or may terminate access of any authorized submitter, or any authorized staff, at
any time it deems it necessary to protect ERDS, to protect the public interest, to protect
the integrity of public records, or to protect homeowners or real property owners from
financial harm. No cause of action or liability against RECORDER or CERTNA or any
government agency shall arise from any decision of RECORDER or CERTNA to
terminate or deny access of any person or entity to ERDS.
P. SENDER and Agent, if any, shall be limited to those privileges granted
by RECORDER. SENDER and Agent are strictly prohibited from submitting ERDS
payloads on behalf of another SENDER or Agent except as provided for in this MOU. I
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no event shall shared user accounts be issued or ERDS authentication credentials be
;shared. In the event that RECORDER or CERTNA determines that any provisions or
procedures have been or are imminently in danger of being violated, RECORDER or
CERTNA may revoke immediately and without prior notice all electronic submission
privileges of SENDER and Agent.
ARTICLE III -TECHNICAL REQUIREMENTS
A. SENDER and Agent (if any) hereby certify that all users, equipment
(owned by SENDER or Agent), and software interacting with the ERDS shall meet all
requirements as set forth in the ERDA and associated regulations, including but not
~ limited to the following:
1. Scanner Requirements
i. See county-specific requirements set forth in guidelines
provided by RECORDER.
2. Payloads
ii. Type 1 and Type 2 Instruments.
iii. The ERDA refers to two types of instruments that may be
delivered and, when applicable, returned as digital electronic
records and/or digitized electronic records. For the purposes of
an ERDS, these instruments are categorized as "Type 1" and
"Type 2." As defined in CCR Section 999.109(26), a "Type 1"
instrument is an instrument affecting a right, title, or interest in
real property, and a "Type 2" instrument is an instrument of
reconveyance, substitution of trustee, or assignment of deed of
trust. Type 1 and Type 2 documents shall NOT be mixed within
a single payload.
iv. The content of Type 1 and Type 2 instruments shall be as
follows:
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1) Type 1 Instruments: those affecting a right, title, or interest
in real property, shall be delivered as digitized electronic
records.
2) Type 2 Instruments: instruments of reconveyance,
substitution of trustee, or assignment of deed of trust, shall
be delivered as digitized electronic records or digital
electronic records.
B. Additional specifications shall be set forth in Attachment A hereto,
which is hereby incorporated by reference. Attachment A shall include specifications
the following:
3. File Type
4. DPI
5. Index Information
6. Priority Levels Available
7. Submission Cut-Off Times
8. Support Procedure and Contact Information
In the event Attachment A does not list File Type, the File Type is assumed to be TIFF.
In the event Attachment A does not list DPI, the DPI is assumed to be 300.
ARTICLE IV -MANDATORY PROVISIONS PER CCR
A. Pursuant to CCR Section 999.138, RECORDER shall ensure that all
endpoints are secure. Workstations used to submit, retrieve, or, when applicable, retui
ERDS payloads shall be protected from unauthorized use and access. At a minimum,
SENDER's and/or SENDER's Agents' workstations shall meet all of the following
requirements:
1. Anti-malware software configured to start on system boot-up.
2. Operating system software with the most up-to-date patches and
hot-fixes.
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3. Host based firewall configured to restrict inbound and outbound
connections.
Installed applications shall be limited to the purpose of performing the necessary
operational needs of the recording process as defined by RECORDER. SENDER shall
ensure that all of SENDER's Agents comply with the provisions of this paragraph A.
B. Pursuant to CCR Sections 999.131 and 999.146(b), RECORDER shall
establish ERDS operating procedures.
C. Pursuant to CCR Section 999.142, ERDS access shall be controller by
RECORDER using arole-based access control system. RECORDER shall also be
responsible for controlling the assignment of user accounts and identity credentials.
ARTICLE V -GENERAL PROVISIONS
A. In the performance of the MOU, SENDER shall act in an independent
capacity and not as an officer, employee, or agent of RECORDER or CERTNA.
B. SENDER or designee (AGENT) must respond to RECORDER or
CERTNA inquiries within one (1) business hour.
C. No AGENT shall be a computer security auditor or a vendor of ERDS
or any other electronic recording delivery system.
D. SENDER shall notify the COUNTY in writing, of any change in mailing
address within ten (10) business days of the change.
E. SENDER shall not enter into any subcontract for services covered by
this MOU without first obtaining written approval from RECORDER. Any subcontract
shall be subject to the same terms and conditions as this MOU. SENDER shall be fully
responsible for the performance and payment of any subcontractor's contract.
F. Without the prior written consent of RECORDER, this MOU shall not be
assigned by SENDER either in whole or in part.
G. This MOU is intended by the parties hereto as a final expression of
their understanding with respect to the subject matter hereof and supersedes any and
all prior or contemporaneous MOUs or understandings or contracts. This MOU may be
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changed or modified only upon the written consent of the parties hereto. Any alteration,
variation, modification, amendment or waiver of the provisions of this MOU shall be
valid only when reduced to writing and signed by the parties hereto.
H. SENDER shall ensure that it has all necessary licenses and permits
required by applicable federal, state, and local laws, ordinances, rules and regulations.
SENDER shall maintain these licenses and permits in effect for the duration of this
MOU. SENDER will notify RECORDER immediately of any loss or suspension of any
such licenses and permits. Failure of SENDER to maintain all required licenses and
permits constitutes a material breach of this MOU and in the event of any such failure
RECORDER may immediately terminate this MOU and pursue all other available
I remedies.
I. In the event of a problem or potential problem that could impact the
quality or quantity of work, services, or the level of performance under this MOU,
SENDER shall notify RECORDER within one (1) working day, in writing and by
telephone.
J. SENDER shall not offer (either directly or through an intermediary) any
improper consideration such as, but not limited to, cash, discounts, service, the
provision of travel or entertainment, or any items of value to any officer, employee or
agent of RECORDER or CERTNA in an attempt to secure favorable treatment
regarding this MOU. RECORDER, by written notice, may immediately terminate any
MOU if it determines that any improper consideration as described in this paragraph
was offered to any officer, employee or agent of RECORDER or CERTNA with respect
to the proposal and award process. This prohibition shall apply to any amendment,
extension or evaluation process once an MOU has been awarded. SENDER shall
immediately report any attempt by a RECORDER officer, employee or agent to solicit
(either directly or through an intermediary) improper consideration from SENDER. The
report shall be made to CERTNA or to the supervisor or manager charged with
supervision of the employee or to RECORDER's County Administrative Office.
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K. No news releases, advertisements, public announcements or
photographs arising out of this MOU or the SENDER's relationship with RECORDER
may be made or used without prior written approval of RECORDER.
L. This MOU shall be governed by the laws of the State of California.
M. RECORDER and CERTNA shall each have the absolute right to rev
and audit any aspect of the ERDS system, security, all records, books, papers,
documents, and other pertinent items as requested, and shall have absolute right to
monitor the performance of SENDER in the delivery of services provided under this
MOU. SENDER shall give full cooperation, in any auditing or monitoring conducted.
SENDER shall cooperate with RECORDER and CERTNA in the implementation,
monitoring and evaluation of this MOU and comply with any and all reporting
requirements established by RECORDER and CERTNA. All records pertaining to
services under this MOU shall be available for examination and audit by RECORDER
and CERTNA representatives for a period of one year.
N. The SENDER agrees to indemnify, defend and hold harmless
RECORDER and CERTNA, their authorized officers, employees, agents and volunteers
from any and all claims, actions, losses, damages and/or liability arising from
SENDER's acts, errors or omissions and for any costs or expenses incurred by
RECORDER or CERTNA on account of any claim therefor, except where such
indemnification is prohibited by law.
O. SENDER is responsible for the accuracy and completeness of the
recording transactions. RECORDER and CERTNA are expressly not liable for
damages resulting from the recording or ERDS transactions or processes.
P. SENDER shall carefully monitor and control use of the system,
''ensuring compliance with procedural safeguards. SENDER assumes full responsibility
for any malicious act that harms, damages or has a damaging effect to the
RECORDER's system or databases. RECORDER and CERTNA assume no liability for
electronically transmitted records that do not adhere to Government Code Section
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27201. RECORDER and CERTNA assume no liability for any information transmitted
electronically by SENDER.
Q. RECORDER and CERTNA assume no liability for any breach of
security, fraud, or deceit as a result of ERDS. In the event of fraud impacting the value
of or title to real estate, SENDER bears the financial responsibility for transactions in
which the SENDER engages. This responsibility lies with the SENDER notwithstanding
contrary waiver and/or disclaimer language that may be present in any title insurance
policy, escrow instruction, or other document pertaining to the real estate transaction
associated with said fraud.
ARTICLE VI -NOTICES AND REPORTS
Any notice or report desired to be served by either party upon the other
shall be addressed, personally delivered, or mailed to the respective parties as set forth
below:
RECORDER: Candace J. Grubbs
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AGENT (if any):
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Butte County Clerk-Recorder
25 County Center Drive, Suite 105
Oroville, CA 95965-3375
CONTACT NAME
Company Name
Street/ Mailing Address
City, ST Zip
CONTACT NAME
Company Name
Street/ Mailing Address
City, ST Zip
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ARTICLE VII -TERM AND TERMINATION
A. This MOU shall take effect on the date it is signed by RECORDER and
shall continue in force and effect until terminated hereunder.
B. Either party may terminate this MOU for any reason by serving the
other party with prior written notice of at least fifteen (15) business days.
C. Upon termination, all ERDS software and/or equipment owned by
RECORDER or CERTNA must be returned to its owner within thirty (30) days of
termination.
D. In addition to other termination provisions contained herein, in the eve
that RECORDER determines that SENDER's performance of its duties or other terms
of this MOU are deficient in any manner, RECORDER may notify SENDER of such
deficiency in writing or orally, provided written confirmation is provided five (5) days
thereafter. SENDER shall remedy any deficiency within forty-eight (48) hours of such
notification, or RECORDER may, at its option, terminate this MOU immediately upon
written notice.
IN WITNESS WHEREOF, the parties hereto have executed this MOU as
of the day and year first above written.
RECORDER
By:
CANDACE J. GRUBBS
BUTTE COUNTY CLERK-RECORDER
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Agent (if any):
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Name of Agent;
BY:
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