2019/02/20 Government to Government FY19 MOU for rules on secure G2G portal use MEMORANDUM OF UNDERSTANDING AGREEMENT
BETWEEN OWNER COUNTIES AND PARTICIPANTS
FOR THE USE OF THE SECURE GOVERNMENT TO GOVERNMENT (G2G)
PORTAL
THIS MEMORANDUM OF UNDERSTANDING ("MOU" or "Agreement'), made and entered into
on, Arv&t-�.t_ 9U1 Zc�M , is between the counties of Los Angeles, Orange, Riverside,
and San Diego hat own the Statewide Electronic Courier Universal Recording Environment
("SECURE") with the Orange County Clerk-Recorder acting on their behalf as the Lead County
(collectively "Owners"), participating counties and C'-J L_� of _ the
submitting party ("Government Agency"), recording electronically through the SECURE G2G
Portal. The Owners, Participating Counties and Government Agency are collectively referred to
as the "Parties."
WHEREAS, California Government Code Section 27279(b) states "the recorder of
any county may, in lieu of written paper, accept for recording digitized images, digital
images, or both, of a recordable instrument, paper, or notice if the requester and addressee
for delivery of the recorded images are the same and can be readily identified as a local or
state government entity, or an agency, branch or instrumentality of the federal government."
WHEREAS, the Counties of Orange, Los Angeles, Riverside and San Diego are the
Owners of the SECURE G2G Portal and a County that uses the SECURE system, but is not
an Owner, is considered a Participating County; and
WHEREAS, the SECURE G2G Portal functions as a separate portal under the same
security framework as the existing SECURE system; and
WHEREAS, the Counties of Orange, Los Angeles, Riverside and San Diego entered
into an agreement to share the ownership and ongoing maintenance of a multi-county
Government to Government electronic recording portal; and
WHEREAS, Orange County is the "Lead County" in supporting this SECURE G2G
Portal and is responsible for executing any agreements with participants with the approval of
the other Owners.
NOW THEREFORE, the Parties, for and in consideration of the mutual promises and
agreements herein continued, do agree to the following:
1. Definitions
Owners: The owners of the SECURE G2G Portal consisting of Los Angeles, Orange,
Riverside and San Diego Counties.
Participating County(ies): Any non-owner county that is part of the SECURE System
and uses the SECURE G2G Portal to electronically receive and return documents for
recording.
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SECURE G2G Portal: Refers to the SECURE Government to Government Portal.
Government Agency: The Agency or Department under this Agreement that submits
package(s) of documents electronically to an Owner or Participating County using the
SECURE G2G Portal for the purpose of electronically recording.
Operational Issues: Issues regarding the business rules that dictate what can be
recorded by an individual Owner county or Participating County.
Technical Issues: Issues regarding how the SECURE G2G Portal electronically
receives and returns recordable documents.
Infrastructure: The non-software components used to electronically receive and return
recordable documents through the SECURE G2G Portal.
Department Representative: The contact person within the Owner or Participating
County tasked with supervising the scanning personnel used for the act of electronic
recording.
SECURE: The Statewide Electronic Courier Universal Recording Environment
(SECURE) used by multiple participating counties to electronically receive and return
documents for recording.
Government to Government: The act of a county recorder recording a document for a
government entity through the SECURE G2G Portal.
2. Purpose
The purpose of this Memorandum of Understanding (MOU) is to define the requirements,
rules and policies needed for Parties to share in the use of the SECURE G2G Portal to
electronically record documents in a secure electronic recording environment.
3. Term
This Agreement shall become effective upon the signature of the Parties and shall expire
five (5) years thereafter unless terminated in writing by either party in accordance with this
Agreement.
4. Fees and Cost:
Government Agency is exempt from fees for SECURE G2G Portal system use, maintenance
and technical support. Government Agency may be held responsible to pay any other
applicable fees, taxes, and other charges, however denominated, for the recordation of
documents. Startup costs may include reimbursements for setup and tokens if applicable.
5. Eligibility
Established government agencies at the local, state or federal level, as defined below, will
be allowed to submit legal documents for electronic recording through the SECURE G2G
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Portal pursuant to California Government Code section 27279(b), which states in part "the
recorder of any county may, in lieu of written paper, accept for recording digitized images,
digital images, or both, of a recordable instrument, paper, or notice if the requester and
addressee for delivery of the recorded images are the same and can be readily identified as
a local or state government entity, or an agency, branch or instrumentality of the federal
government."
6. SECURE G2G Portal Recording Requirements
SECURE G2G Portal recording requirements and specifications are generally set forth in
Attachment A and Attachment B, incorporated herein by reference, to this Agreement.
6.1 Government Agency shall comply with any and all requirements and specifications.
6.2 Government Agency understands that the requirements and specifications may
change from time to time.
6.3 Government Agency understands that the requirements and specifications set forth in
the attachments could be specific to individual Owner or Participating Counties.
6.4 Government Agency acknowledges that the recording requirements and specifications
contained in the attachments may not be exhaustive of the recording requirements for
the individual Owners and Participating Counties.
6.5 Owners will provide written notice to the Government Agency within a reasonable
period of time if there are any changes to the requirements or specifications.
6.6 Attachment A — Provides the technical specifications including submission methods,
communication protocol, security framework and imaging standards.
6.7 Attachment B — Contains the processing schedules, hours of operation, policies,
sample document types and authority, technical service contact and security incident
contact information for electronic recording with each individual Owner or Participating
County.
7. Government Agency Acknowledgments and Responsibilities
7.1 Government Agency must supply all electronic recording equipment, i.e., computer,
monitor, scanner, printer, an internet connection and a token from the Lead County, if
applicable.
7.2 The electronic documents or records shall be considered the "original' record of the
transaction in substitution for, and with the same intended effect as, paper documents
or records. In the case that such documents or records bear a digital or electronic
signature, those signatures shall have the same effect as paper documents or records
bearing handwritten signatures.
7.3 Government Agency is responsible for the accuracy, completeness and content of
documents submitted for Government to Government recording.
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7.4 Government Agency shall immediately notify Lead County of any security incident,
including but not limited to attempts at or actual unauthorized access which could
compromise or otherwise adversely affect SECURE's data systems.
7.5 Government Agency shall ensure that all security measures and credentials
implemented are protected. Government Agency assumes all responsibility for
documents submitted through unique credentials provided to Government Agency for
the purposes of engaging in Government to Government recording.
7.6 Government Agency is responsible for receiving and verifying receipt of documents
recorded to ensure that the source of the receipt is the county where the document
was to be recorded.
7.7 Government Agency shall address all Operational Issues related to the electronic
recording process with the individual Owner or Participating Counties.
7.8 Government Agency shall notify the Lead County of all problems involving Technical
Issues. Government Agency shall work in good faith with the Lead County to resolve
any Technical Issues. Resolution of Technical Issues may require Government
Agency to provide onsite access to Lead County.
7.9 Government Agency shall comply with each county's individual recording
requirements. Government Agency's submission of a document via the SECURE G2G
Portal for transmission to a particular county for recording does not guarantee the
document will be recorded by that individual County. Each Owner or Participating
County may have its own specific requirements for the recordation of documents
including, but not limited to, document types authorized for recording and payment
methods. Documents not meeting a county's specific requirements for recording may
be rejected by the respective county.
7.10 Following the electronic recordation of a document, Government Agency agrees to
deliver the original document and/or notify the real party in interest.
8. Lead County Responsibilities
8.1 Lead County shall conduct ongoing monitoring of the SECURE G2G Portal in an effort
to protect the integrity of the transmission process.
8.2 Lead County shall test and maintain the SECURE G2G Portal software and hardware.
8.3 If the SECURE G2G Portal experiences delays or power failures that interfere with the
normal course of business, the Lead County will work with the individual Participating
County and Government Agency until the problem has been remedied.
8.4 Lead County will coordinate the SECURE G2G Portal administration, training, policy
creation, access control and establishment of contracts required for Government
Agency to submit to Participating Counties.
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8.5 Lead County shall facilitate all communication between Government Agency and
Participating Counties.
9. SECURE G2G Portal Review
Government Agency's right to submit documents under this Agreement is subject to Owners
review and acceptance of Government Agency's standards and procedures. Such approval
will not be unreasonably withheld by Owners. This review is to confirm that all requirements
of this Agreement are met.
10. General Recording Re uirements
Submission, acceptance, recording and rejection of any document must comply with all
applicable federal, state and local laws. County specific recording requirements are
generally set forth in Attachment B.
11. Suspension
Lead County may suspend Government Agency's submission of documents to the SECURE
G2G Portal, restrict access, or deny access to Government Agency and any of Government
Agency's individual staff members at any time in its sole discretion as it deems necessary.
Notice of suspension will be immediately provided to Government Agency by Lead County
on behalf of Owners. Government Agency may resume submission upon satisfactory
resolution of the reason for suspension after notification from the Lead County. Whether a
matter is resolved is determined solely by the SECURE Owners.
The following is a non-exhaustive list of reasons for suspension:
11.1 To protect the public interest.
11.2 To protect the integrity of public records.
11.3 To protect real property owners from financial harm.
11.4 To prevent fraud.
11.5 For Government Agency's violation of, or to prevent the violation of, any federal, state,
or local law.
11.6 For Government Agency's failure to notify Lead County of modifications which could
compromise or otherwise adversely affect SECURE's data systems.
11.7 For Government Agency's default of any provision of this Agreement.
12. Limitation of Liability
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Owners and Participating Counties shall be held harmless from and not incur any liability for
any damages whatsoever caused either directly or indirectly for:
12.1 Information electronically transmitted by the Government Agency.
12.2 Any breach of security, fraud or deceit resulting from electronic recording.
12.3 Damages resulting from software, hardware, or other equipment failure.
12.4 Delays or power failures that interfere with the normal course of electronic recording.
12.5 Restricting or terminating Government Agency's ability to electronically record
documents.
12.6 Claims, disputes or legal actions concerning an electronic transaction, including, but
not limited to, the accuracy, completeness or content of documents submitted for
recording.
12.7 Government Agency, Owners and Participating Counties shall not be liable to each
other for:
12.7.1 Any special, incidental, exemplary or consequential damages arising from
or as a result of any delay, omission or error in the electronic recording
transmission or receipt.
12.7.2 Any failure to perform processing of the transactions and documents
where such failure is beyond the party's reasonable control (including,
without limitation, any mechanical, electronic or communications failure,
which prevents the parties from transmitting or receiving the electronic
recording transactions).
12.7.3 Except for payment and indemnity obligations hereunder, any cessation,
interruption or delay in the performance of an obligation hereunder due to
earthquake, flood, fire, storm, natural disaster, act of God, war, armed
conflict, terrorist action, labor strike, lockout boycott, provided that the
party relying upon this paragraph: (a) shall have given the other party
written notice thereof promptly and, in any event within five (5) days of
discovery thereof and, (b) shall take all reasonable steps reasonably
necessary under the circumstances to mitigate the effects of the force
majeure event upon which such notice is based in the event the force
majeure event described in this paragraph extends for a period in excess
of 3 days.
13. Indemnification
13.1 Owners and Participating Counties shall not be liable for, and Government
Agency shall defend and indemnify Parties against, any and all claims, demands,
liability, judgments, awards, fines, mechanics' liens or other liens, labor disputes,
losses, damages, expenses, charges or costs of any kind or character, including
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attorneys' fees and court costs (hereinafter collectively referred to as "Claim" or
"Claims"), related to this Agreement and arising either directly or indirectly from
any act, error, omission or negligence of Government Agency or its contractors,
licensees, agents, servants or employees, including, without limitation, Claims
caused by the concurrent negligent act, error or omission, whether active or
passive, of Owners. Government Agency shall have no obligation, however, to
defend or indemnify Owners from a Claim if it is determined by a court of
competent jurisdiction that such Claim was caused by the sole negligence or
willful misconduct of Owners.
13.2 In the event of fraud that arises directly or indirectly from Government Agency's
submission of a document through the SECURE G2G Portal for electronic
recording that impacts the value of or title to real estate, Government Agency
shall defend and indemnify the Owners (as defined in section 13.1, above)
against any Claims (as defined in section 13.1, above) for any Government to
Government electronic recording transaction in which the Government Agency
engages.
14. Termination
14.1 Either party may terminate this Agreement for any reason by providing 30
calendar days written notice of termination.
14.2 Owners may terminate this Agreement immediately if Government Agency is in
default of any of the terms of this Agreement.
14.3 Notwithstanding any other provision of this Agreement, the Owners may
terminate this Agreement immediately at any time in its sole discretion it deems
necessary. The following is a non-exhaustive list of reasons for termination:
14.3.1 To protect the public interest.
14.3.2 To protect the integrity of public records.
14.3.3 To protect real property owners from financial harm.
14.3.4 To prevent fraud.
14.3.5 For Government Agency's violation of, or to prevent the violation of, any
federal, state or local law.
14.3.6 The indemnification and limitation of liability provisions of this Agreement
shall survive any termination of this Agreement.
15. Dispute Resolution
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Owners and Government Agency will attempt, in good faith, to resolve any controversy or
claim arising out of or relating to Government to Government electronic recording through
either negotiation or mediation prior to initiating litigation.
16. Governing Laws and Venue
This Agreement has been negotiated and executed in the State of California and shall be
governed by and construed under the laws of the State of California. In the event of any
legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a
court of competent jurisdiction located in Orange County, California.
17. Amendment
Any amendments or modifications to this Agreement shall be in writing duly executed by
each party's authorized official, which shall become effective at a time mutually agreed
upon by the Parties. No alteration or variation of the terms of this Agreement shall be valid
unless made in writing and signed by the parties hereto, and no oral understanding or
Agreement not incorporated herein shall be binding on either party.
18. Assignment
This Agreement shall not be assigned by a party, either in whole or in part, without prior
written consent of other party. Any assignment or purported assignment of this Agreement
by a party without the prior written consent of the other party will be deemed void and of
no force or effect.
19. Entire Agreement
This Agreement contains the entire and complete understanding of the Parties and
supersedes any and all other agreements, oral or written, with respect to the terms under
this Agreement.
20. Parties in Interest
None of the provisions of this Agreement or any other document relating hereto provides
any rights or remedies to any person other than the Parties hereto and the Participating
Counties and their respective successors, transferees, assumers and assigns, if any.
21. Privileged and Confidential Information
The Government Agency agrees that all personal information, which is considered
privileged and confidential under state law contained within the documents submitted for
recording will not be released by the Government Agency to any individual or other legal
entity who would not otherwise have authorized access to such information. Any release of
information by the Government Agency to any unauthorized individual or other legal entity
may result in the Owners terminating this Agreement.
22. Waiver
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No waiver of the breach of any of the covenants, agreements, restrictions, or conditions of
this Agreement by Owners shall be construed to be a waiver of any succeeding breach of
the same or other covenants, agreements, restrictions, or conditions of this Agreement. No
delay or omission of Owners, in exercising any right, power or remedy herein provided in
the event of default shall be construed as a waiver thereof or acquiescence therein, or be
construed as a waiver of a variation of any of the terms of this Agreement.
23, Severability
If any term or portion of this Agreement is held to be invalid, illegal, void or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
24. Sections and Attachments
All sections and attachments referred to herein are attached hereto and incorporated by
reference.
25. Headings
The Agreement captions, clause, section and attachment headings used in this Agreement
are inserted for convenience of reference only and are not intended to define, limit or
affect the construction or interpretation of any term or provision hereof.
26. Notice
Any notice pursuant to this Agreement shall be in writing and deemed given when
delivered personally, sent by facsimile or deposited in United States mail, postage-
prepaid, to the Parties listed below. For reporting a security incident, the Government
Agency shall call the Lead County specified below. All notices, billings, or other
communications provided for this agreement shall be sent to the respective Counties as
provided in this paragraph.
27. Government Agency
Notices for the Government Agency will be sent to the Representative according to the
Information listed below.
27.1 Government Agency Department Head (please print):
Name: �Ca�n b3an uj ari na
Title: A lA
� J ..
Telephone#: 151 — -7 23- 3-709
Fax#: 951- b-7 9 -
Email Address: STY�ailu70.<i�al _ � � i'1� �L .l�s
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Street Address (location of equipment/software):
2ggL ffQun k2d, Wo%�e�o CO 925'8CP
City, State and Zip Code
27.2 Government Agency Representative:
Name: 6)Lk SOT Kk
5S i 0.
Title: TT A(o_k S�
Telephone#: [`> 1 - _7 Z 3` 3-7 7S`
Email Address: MS&C KiSS,0-n a C-k�A0�
27.3 Lead County:
Orange County Clerk-Recorder
Attn: SECURE G2G Coordinator
12 Civic Center Plaza, Room 101,
Santa Ana, CA 92701
Fax: (714) 834-5808
28. Signatures in Counterparts:
This MOU may be executed in counterparts by the parties. This MOU is in effect as to
any signatory party upon execution and, for purposes of enforcement, true copies of
signatures shall be deemed to be original signatures.
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IN WITNESS WHEREOF, the parties hereto have caused this MOU to be executed and
attested to by their proper officers thereunto duly authorized and their official seals to be
hereto affixed, as of the day and year first above written.
OWNERS
THE COUNTY OF ORANGE FOR ITSELF AND FOR OWNERS:
Approved By: Hugh Nguyen
Signature:
Title: Orange County Clerk-Recorder
Dated:
GOVERNMENT AGENCY II- '
DEPARTMENT OF (Government Agency): C11 U
Approved By: 0.s'
Signature:
Title: G1r
Dated: R brka(-u Zo,
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Attachment A - Technical Specifications
1. Submission Methods
SECURE G2G Portal User Interface (UI) — government agencies who will be scanning
paper or uploading image files directly into the SECURE G2G Portal must use a token
for authentication. Government agencies will receive recording confirmation via the UI.
The UI allows user to upload a pre-scanned 300 DPI TIFF Group IV image or use a
browser scanner TWAIN plugin.
SECURE G2G Portal Web API (API) —government agencies that directly connect to the
API must adhere to the XSD standard. The XML files that are uploaded must include
Base64 encoded 300 DPI TIFF Group IV image files. This process does not require a
user to be involved in the transfer; it is an automatic process that will be programmed by
the submitter in conjunction with the County. Agencies will receive recorded information
via XML return package.
2. Communications Protocol
HTTPS is required for the submission of instruments.
3. Security Framework
The required security framework is provided for in the SECURE G2G Portal software.
The SECURE G2G Portal software shall use a minimum of 128 bit file and image
encryption. Industry standard Secure Sockets Layer (SSL) and user login with password
that is encrypted shall be employed. User passwords are controlled by the Government
Agency and at a minimum changed at 90 day intervals to reduce security exposure.
a) Endpoint Security (Authentication Token) - Government Agencies will require one
token for each agency staff member that will be utilizing the UI. For use of the token to
submit documents through the SECURE G2G Portal for recording electronically, please
refer to the SECURE G2G Portal User Manual.
b) Computers and User Accounts
Government agency computer(s) connected to the SECURE G2G Portal will have
system and application logging enabled with a retention period of 3 months. Lead
County may request reports of user access and transaction activity.
Computers on which documents originate shall have: (1) all critical operating system
patches applied within one month from when the patch first becomes available; (2) a
hardware firewall installed and maintained; (3) up to date virus scan software that shall
check for definition updates twenty-four hours; (4) screen lock must be configured for
activation after 10 minutes of inactivity; and, (5) complex passwords, as per Microsoft
password complexity requirements.
Shared user accounts may not be issued. At no time shall more than one person be
authorized access to the SECURE G2G Portal using a single SECURE G2G Portal user
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account (user account) or set of identity credentials. Each person shall be uniquely
identified. If a user's status changes, so that access to the SECURE G2G Portal is no
longer required, the user's account and identity credentials shall be disabled and
revoked, but not deleted from the system. User accounts and identity credentials are
non-transferable.
4. Imaging Standards
The following imaging standards shall be complied with:
• Documents must be scanned or uploaded at 300 DPI TIFF Group IV image or
use a browser scanner TWAIN plugin.
• Documents will be scanned in portrait mode.
• All pages, including attachments, must be numbered sequentially.
• Documents must be scanned to original size.
• Document details, such as margins, font size and other similar requirements,
must meet all applicable state statute as set out in, Government Code Section
27361 et seq.
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