HomeMy WebLinkAboutAgreement A-23-262 Fresno Partner Memorandum of Understanding.pdf Agreement No. 23-262
SECiiRE
E R D S MULTI-COUNTY ELECTRONIC RECORDING DELIVERY SYSTEM G 2 G
MEMORANDUM OF UNDERSTANDING AGREEMENT BETWEEN OWNER COUNTIES AND
PARTNER FOR THE USE OF THE SECURE ELECTRONIC RECORDING DELIVERY
SYSTEM
This Memorandum of Understanding Agreement ("MOU" or "Agreement") is made and
entered into on the day ofj-ne2o,2o2,between the counties of Los Angeles, Orange, Riverside, and
San Diego (collectively"Owners")that own the Statewide Electronic Courier Universal Recording
Environment("SECURE"), and the county of Fresno ("Partner"), a political subdivision of the State
of California. Owners and Partner may be collectively referred to herein as the "Parties"
RECITALS
WHEREAS, Assembly Bill 578 (Stats. 2004, Ch. 621, sec. 2), known as the Electronic
Recording Delivery Act of 2004, set forth in Title 3, Division 2, Part 3, Chapter 6, Article 6 of the
California Government Code (section 27390 et seq.) authorizes County Recorders in California
to accept digitized electronic records and certain digital electronic documents for recordation
pursuant to the provisions and regulations promulgated by the Department of Justice; 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 electronic recording
delivery system, called the Statewide Electronic Courier Universal Recording Environment,
"SECURE"; and
WHEREAS, the SECURE electronic recording delivery system is compliant with the
Electronic Recording Delivery Act of 2004 for the electronic submission and subsequent recording
of documents with county recorders; and
WHEREAS, Partner would like to submit electronic documents through SECURE; and
WHEREAS, Orange County as the designated lead county ("Lead County") and acting
through the Orange County Clerk-Recorder takes the lead role in developing, supporting this
multi-county system, and is responsible for executing any agreements with Partners with the
approval of the other Owners.
NOW THEREFORE, the parties, above mentioned, for and in consideration of the mutual
promises and agreements herein continued, do agree to the following.
AGREEMENT
1. Statement of Purpose:
The purpose of this MOU is to allow a Partner to share in the use of the SECURE multi-
county electronic recording delivery system. It will be more cost effective for the Partner
to participate in a cooperative system as opposed to purchasing and maintaining a
separate system. The electronic recording delivery system has the ability to facilitate
access and communicate with certain customers electronically that will enable a county's
recording process to be more efficient and timely.
2023 Secure Partner Agreement 1
2. Term:
The term of this MOU shall commence upon the execution of this MOU by the Lead County
and the Partner and shall continue in effect for a term of 5 years, ending onJune20,2028 The
Owners and the Partner may further extend the term by written agreement.
3. Administration:
The duties and responsibilities of the parties, as well as the configuration of the system,
are set forth in Exhibit A.
4. Fees and Costs:
This is a fixed rate agreement for all related services. Owners agree to accept the
specified compensation set forth in Exhibit B, Compensation and Payment, as full
remuneration for providing all equipment, performing all services, furnishing all staffing
and materials necessary, and performing all duties and obligations hereunder.
5. Indemnification:
The parties agree that, pursuant to Government Code section 895.4, the parties shall fully
indemnify and hold harmless each other and their officers, board members, employees
and agents from any claim, expense or cost(including attorney's fees), damage or liability
imposed for injury, occurring by reason of the negligent acts, omissions, or willful
misconduct of that party or its officers, board members, employees or agents, under or in
connection with or arising out of any work, authority or jurisdiction delegated to such party
relating to this Agreement. This indemnification includes any claim that the SECURE
system that is in existence at the time of the execution of this Agreement, in whole or in
any part, infringes the intellectual property rights of any third party, including without
limitation copyrights, patents, or trademarks. Should the legality of this Agreement be
challenged, the Owners and Partner shall equally share the cost of defense, litigation and
any damages award.
Notwithstanding any other provision in this MOU and to the fullest extent allowed by law,
if the SECURE system, or any part thereof that is in existence at the time of the execution
of this Agreement, is held to infringe upon any patent, trademark, copyright, trade secret
or other intellectual property or proprietary right of any third party, and Partner's use of the
system or any other part thereof, is enjoined or interfered with in any manner, then
Owners, at their option, within ninety (90) calendar days of such injunction or interference
may: (1) procure for the Partner the right to continue using the system free of any liability
for infringement or violation; (2) replace or modify the system with a non-infringing system
or product equivalent or better functionality; or (3) in the event the Owners are unable,
after exercising its best efforts to implement one of the options set forth in subsection (1)
or (2) above, accept the return of the system at the Owners' sole cost and expense and
refund to the Partner a pro-rated amount of the annual maintenance fees paid by the
Partner to the Owners for the calendar year. The annual maintenance fees refunded will
be calculated as the pro-rated amount determined by maintenance fees paid for the
calendar year less the number of months the Partner had use of the SECURE system for
that year.
2023 Secure Partner Agreement 2
Cooperation of parties:
The Partner recognizes that full cooperation is essential in the handling of data and
information contemplated by this Agreement. Unless otherwise provided by law, Partner
agrees to provide any data, information, and documentation reasonably necessary to the
performance of this Agreement. Partner acknowledges there are other Partner users of
the system and that information provided may be used to ensure the operation of the
SECURE system for all users.
If a Partner department or division enters into a separate SECURE agreement for the
SECURE Government to Government ("G2G") portal program, Partner shall ensure that
all SECURE recording requirements, including implementation of all security measures
and credential requirements, as included in Exhibit A.
7. Modification:
No alteration or variation of the terms of this Agreement shall be valid or binding unless
made in writing by the parties. No exceptions, alternatives, substitutes or revisions are
valid or binding unless authorized by the Lead County in writing.
8. Successors and assigns:
The terms, covenants, and conditions contained herein shall apply to and bind the heirs,
successors, executors, administrators and assigns of the parties.
9. 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.
10. Review for legal adequacy:
Each party acknowledges and agrees that this Agreement has been reviewed and
approved as to form by each party's respective legal counsel.
11. 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, and the parties
hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding
Code of Civil Procedure section 394.
12. Waiver:
No waiver of the breach of any of the covenants, agreements, restrictions, or conditions
of this Agreement by any party shall be construed to be a waiver of any succeeding breach
2023 Secure Partner Agreement 3
of the same or other covenants, agreements, restrictions, or conditions of this Agreement.
No delay or omission of either party 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.
13. 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.
14. Termination:
a. Either party may terminate this Agreement for any reason by providing 30 calendar
days written notice of termination.
b. Upon Partner's breach of any terms of the Agreement, including, but not limited to, the
failure to pay any invoices for fees or services, Owners shall have the right to terminate
this Agreement. Prior to termination for default due to breach, Partner will be sent
written notice specifying the cause. The notice will give Partner 10 calendar days from
the date the notice is issued to cure the default or make progress satisfactory to
Owners in curing the default, unless a different time is given in the notice.
c. In the event of termination by Partner through written notice or due to Partner's breach,
Owners shall retain the initial buy-in fee and any other maintenance fees collected.
15. Notices:
All notices, billings, or other communications provided for in this Agreement shall be sent
by postage prepaid, first class mail to the respective Counties as provided in this
paragraph.
Lead County
The County of Orange
Hugh Nguyen
Orange County Clerk-Recorder
County Administration South
601 N. Ross St.
Santa Ana, CA, 92701
(714) 834-2248
Partner
The County of Fresno
Paul Dictos
Assessor-Recorder
1250 Van Ness Avenue
Fresno, Ca 93721
( 559 ) 600-1638
2023 Secure Partner Agreement 4
16. Signatures in Counterparts:
This MOU may be executed in counterparts by the parties. This MOU is in effect as to
any signatory party on execution and, for purposes of enforcement, true copies of
signatures shall be deemed to be original signatures.
Signatures to Follow
2023 Secure Partner Agreement 5
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.
LEAD COUNTY
THE COUNTY OF ORANGE, a political subdivision of the State of California
By: Hugh Nguyen
Signature:
Title: Orange County Clerk-Recorder
Dated:
THE OFFICE OF THE ORANGE COUNTY COUNSEL
APPROVED AS TO FORM
09"'Y Hgn.d 6y lrqurW Gu7mdn
Jacqueline Guzman °�`n"!r`qu.l'nv Cravn+ o-Cuunry u1C►wgv,uu�0111a v u1
�N CouKy Cwnul,vm�MjuquMw.qunrunOcocn oCgav c.sn.
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Signature. 00k 2C2303 x 104828 07W
Title: Deputy County Counsel
Dated:
Signature Pages Continue on Next Page
2023 Secure Partner Agreement Signature Page
PARTNER
COUNTY OF FRESNO
_ j Igta
Sal uirttel'o, Chairman of the
Board of Supervisors of the
County of Fresno
Attest:
Bernice E. Seidel
Clerk of the Board of Supervisors County
of Fresno, State of California
By: _
Deputy
Fund: 0035
Subclass: 17058
ORG: 1048
Account: 7295
2023 Secure Partner Agreement Signature Page
Exhibit A
Service Level Agreement for Partners of the SECURE Electronic Recording Delivery
System
The SECURE electronic recording delivery system is AB 578 compliant in the electronic
submission and subsequent recording of documents with county recorders. Orange County is
the Lead County in developing and supporting this multi-county system, responsible for handling
the administrative functions, and negotiating and executing any contract relating to the support
and maintenance of SECURE.
A county interface with SECURE, as referenced in this document, includes the hardware, software
and network connections of the product that any Partner County has put in place to use the
SECURE Application Programming Interface (API) in order to connect their county recording
system to SECURE.
Lead County Responsibilities
In its role as overseer of SECURE, the Lead County will hold the following general responsibilities:
1. Provide Electronic Recording API documentation to Partners.
2. Host, support and manage ongoing system operations and support capabilities.
3. Assist with coordination in implementing new submitters.
4. Manage the SECURE accounts (approval/denial/suspension) for all county
administrators.
5. Administer the mechanism for additional counties to join as Partners on an ongoing fee
basis.
6. Serve as a liaison with the Office of the California Attorney General and the counties to
ensure that all standards are met.
7. Select and manage server hosting facilities based on security, disaster survivability, and
business continuity requirements.
8. Manage installation, testing, and final acceptance of SECURE system
modification/enhancements.
9. Maintain ongoing system management procedures and policies.
10. Manage processes for change management, system upgrades, enhancements, and
support.
11. Provide advanced notice of changes to configuration, software and/or Road Map.
12. Disburse funds for support costs and all software licensing.
13. Provide technical point of contact.
14. Ensure that all security policies and best practices are enforced.
15. Train new submitters.
Partner County Responsibilities
Partner counties have the following general responsibilities:
1. Adhere to the general guidelines of the system design in the diagram entitled "SECURE
Acceptable Configuration for Partner Counties."
2023 Secure Partner Agreement Exhibit A
2. Pay the Lead County upon being invoiced for the initial "buy-in" fee outlined in exhibit B
within 15 days of signing this MOU.
3. Pay the Lead County upon being invoiced for the annual maintenance fee outlined in
Exhibit B once the SECURE system can support connections for testing from the Partner
County, as determined by mutual agreement of the Lead County and the Partner County.
4. Provide to the Lead County an updated list annually of the staff at Partner County who is
authorized to call in for SECURE support.
5. Pay all costs related to the establishment of Partner County's interface with SECURE,
including hardware, software, software development and network connection to SECURE.
6. Provide all support for Partner County's interface with SECURE, including hardware,
software and network connection to SECURE.
7. Work with the Lead County in fulfilling the requirements set forth by the California Attorney
General for system certification.
8. Carry out any new user or new submitter implementation steps that require onsite visits
for submitters that reside within Partner County.
9. Collect required documentation from submitters and send to the Lead County.
10. Provide a copy of Partner County's current computer security policy annually to the Lead
County (will not be shared beyond the Lead County).
11. Carry out annual ERDS submitter onsite local inspections for submitters that reside within
Partner County. Local inspection will verify address, workstation(s) and staff, with results
provided to the Lead County.
12. Provision County queues in the SECURE Administrator website for submitters that submit
to Partner County.
System Availability and Support
SECURE will be implemented by Partner Counties in the configuration illustrated in the diagram
entitled "SECURE Acceptable Configuration for Partner Counties." This Agreement details
service levels for the Lead County hosted components identified in this diagram.
The system includes the interconnected components illustrated in the diagram required to deliver
recordable documents to a county recorder and return them after recording using a method that
is AB 578 compliant. The Lead County guarantees that:
1. The system will be available, with the exception of weekly maintenance windows, which
will be scheduled in advance and unscheduled maintenance, which will be handled as
outlined later in this document.
2. The Lead County will provide one (1) week advance notice of scheduled maintenance.
Unscheduled maintenance will be attended to based upon urgency. Partner counties will
be notified within one (1) hour after unscheduled maintenance has been initiated and will
be updated hourly via e-mail until the issue has been resolved. Unscheduled maintenance
includes, but is not limited to, infrastructure or network problems. For recovery time and
recovery point objectives, see "Data Recovery" and "Hardware Recovery" below. Be
advised that Partner County shall also to provide one (1) week advance notice of
scheduled maintenance, so that Lead County may be prepared to provide assistance
during such maintenance.
3. The Lead County will provide telephone assistance for support of the system. The Lead
County will use its best efforts to respond to service incidents corresponding to severity
(see table 1 below), as determined by Lead County. Regarding telephone assistance
2023 Secure Partner Agreement Exhibit A
types, a noncritical inquiry is defined as a request for information that has no impact on
the service quality if not answered or acted upon promptly.
Assistance requested during Lead County non-business hours (nights, weekends and Lead
County holidays)will be attended to on an on-call basis, with urgency determined by Lead County.
Table 1
Urgent Multiple Users 1 hr. 1 hr. Automated 8x5
Ticket Impacted Report
High Ticket Stoppage a User Work 3 hr. 24 hr. Help Report Desk 8x5
Medium Urgent, No Work 3 hr. 48 hr. Help Desk 8x5
Ticket Stoppage Report
Low Ticket Process 24 hr. 1 wk. Help Desk 8x5
Improvement Report
Non-Critical Request for 48 hr. 1 wk. Help Desk 8x5
InquiryInformation Report
Data Recovery
Full system backups will be accomplished at regular intervals of the SECURE components. In
the event of data loss due to hardware, software or operating system failure, the recovery time
objective (when the system returns to service) will be 24 hours, with a recovery point objective
(system state) of 8 hours prior to incident.
Hardware Recovery
Lead County hosted components have built-in redundancy. In the event of a redundant
component failure, spare components will be available to recover system redundancy within 4
hours. In the event of a non-redundant component failure, the recovery time objective will be 24
hours, with a recovery point objective of 8 hours.
2023 Secure Partner Agreement Exhibit A
SECURE Acceptable Configuration for Partner Counties
With the exception of the SECURE Portal Database (which is shared by all counties), all
components run in a virtual, clustered environment. The below illustration delineates the support
boundary for determining what the Partner County is responsible to support and what areas the
Lead County is responsible for.
Supported by Supported by
Particpart County SECURE
c
t kc
it dam N;
P'P SECURE Portal
• Portal Database
(load balanced) (clustered)
Security and Credential Requirements for Partner Counties
The following need to be provided to the Lead County prior to access being granted to the
SECURE System:
1. Eligibility as a government entity.
2. Completed Initial Contact Information form and applicable signed SECURE MOU.
3. A completed SECURE Hardware/Software Checklist for each submitter workstation.
4. List of staff that require login access to the SECURE System.
5. Signed Acknowledgement of Responsibilities form for staff that require login access to the
SECURE System.
6. Evidence of identity proofing of staff that require login access to the SECURE System.
7. Copy of Partner County's current computer security policy (annual requirement).
2023 Secure Partner Agreement Exhibit A
Exhibit B
SECURE Partner Fee Structure
A. Initial Buy-In Fee
SECURE Owners have agreed to a three-tiered fee structure for incoming Partners. The
Partner fee structure is as follows:
Tier No. County Size (Annual Docs) Initial "buy-in" Fee
Tier 1 > 300,000 docs $100,000
Tier 2 100,001 — 300,000 docs $50,000
Tier 3 0 — 100,000 docs $25,000
The buy-in fee will be used to reimburse the Lead County for setup and onboarding costs
to incorporate the new Partner into the SECURE system, for enhancements or
modifications to the SECURE system, or other purchases voted on by the Owners.
Payment for the initial buy-in of the SECURE system will be due no later than 15 days
after the execution of the Agreement.
System set up and testing will proceed after payment is received for the initial buy-in fee.
At the time the system can support connections for testing from the Partner County, as
determined by mutual agreement of the Lead County and the Partner County, annual
maintenance fees will be activated.
B. Annual Maintenance Fee
The Partner counties annual maintenance fee will be $0.30 per recorded document for the
previous calendar year as reported to the Office of the Insurance Commissioner pursuant
to Section 27296 of the Government Code. The recorded document amount will be
transcribed from the annual letter issued by the State of California Department of Justice
Electronic Recording Delivery System Program, and billed once per fiscal year.
C. Request for Payment
Lead County shall submit electronic invoices to each Partner for service under this
Agreement no later than March 31 st of each year. Payment shall be submitted to Lead
County no later than 30 days following receipt of the invoice. Checks will be made payable
to Orange County Clerk-Recorder and mailed to the following address:
Orange County Clerk-Recorder
2023 Secure Partner Agreement Exhibit B
Attn: Finance
County Administration South
601 N. Ross Street
Santa Ana, CA 92701
Failure to pay any invoices for services or to meet any other obligation of the Agreement
may result in the termination of the Agreement upon the concurrence of the Owners. The
Partner County will be given written notice of any termination with an opportunity to cure
the breach of the Agreement within 10 days. If Partner County fails to cure the breach and
the Agreement is terminated, the initial buy-in fee will be retained, as well as any
maintenance fee that has already been paid.
2023 Secure Partner Agreement Exhibit B