20-0827_ORANGE, COUNTY OF & OWNER COUNTIES_Memorandum of UnderstandingMEMORANDUM OF UNDERSTANDING
BETWEEN OWNER COUNTIES AND GOVERNMENT PARTICIPANTS
FOR THE USE OF THE SECURE GOVERNMENT TO GOVERNMENT (G2G)
PORTAL
THIS MEMORANDUM OF UNDERSTANDING ("MOU" or "Agreement"), made and entered into
on 8127120 , is between the counties of Los Angeles, Orange, Riverside, and San Diego
(hereinafter collectively referred to as "Owners") that own the Statewide Electronic Courier
Universal Recording Environment ("SECURE") with the Orange County Clerk -Recorder acting
on their behalf as the Lead County, and City of San Juan Capistrano the submitting
party ("Government Agency"), recording electronically through the SECURE Government to
Government (G2G) Portal. The Owners and Government Agency are collectively referred to as
the "Parties."
WHEREAS, California Government Code Section 27279(b) states "[t]he recorder of any
county may, in lieu of a written paper, accept for recording digitized images, digital images, or
both, of a recordable instrument, paper, or notice if [... ] [t]he 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
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 dated August 19, 2008 to share the ownership and ongoing maintenance of a multi -
county G2G 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
A. Owners: means the Counties of Los Angeles, Orange, Riverside and San Diego Counties,
B. Lead County: means the County of Orange as the designated lead in developing and
supporting the multi -county system and responsible for handling the administrative
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functions, negotiating and executing any contract relating to the support and
maintenance of SECURE.
C. Partner County or Partner Counties: means non -owner counties that have contracted
to use SECURE.
D. SECURE G2G Portal: means the SECURE Government to Government Portal.
E. Government Agency: means a government entity, other government agency, or a
county department of the Owners that submits package(s) of documents electronically to
an Owner or Partner County using the SECURE G2G Portal for the purpose of
electronically recording under this MOU.
F. SECURE: means the Statewide Electronic Courier Universal Recording Environment
used by multiple counties to electronically receive and return documents for recording.
G. Government to Government: means the acts of a county recorder recording a document
for a Government Agency through the SECURE G2G Portal.
H. Operational Issues: means issues regarding the business rules that dictate what can be
recorded by an individual Owner county or Partner County.
Technical Issues: means issues regarding how the SECURE G2G Portal electronically
receives and returns recordable documents.
J. Infrastructure: means the non -software components used to electronically receive and
return recordable documents through the SECURE G2G Portal.
2. PURPOSE
The purpose of this 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 for a term of 5 years
unless terminated in writing by either party in accordance with this Agreement. The parties,
by written agreement, may extend the agreement for no more than one additional year.
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
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documents. Government Agency is responsible for startup costs, which 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 Portal
pursuant to California Government Code section 27279(b), which states in part "[t]he recorder of
any county may, in lieu of a written paper, accept for recording digitized images, digital images,
or both, of a recordable instrument, paper, or notice if [... ] [t]he 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 Recordina 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 of the
Agreement and in Attachments A and B (collectively Attachments).
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 Partner 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 Partner Counties.
6.5 Owners will provide written notice to the Government Agency within 30 days 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 Partner 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.
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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 recording through the G2G portal.
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 G2G 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 Partner 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 Partner 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 to protect the
integrity of the transmission process.
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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 Owner or Partner
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 Partner Counties.
8.5 Lead County shall facilitate communication between Government Agency and Owner or
Partner 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 Requirements
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, with the concurrence of all the other Owners, 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.
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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
Owners and Partner 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 Partner 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
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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 three (3) days.
13. Indemnification
13.1 Owners shall not be responsible for any damage or liability occurring by reason of any acts
or omissions on the part of Government Agency under or in connection with any work,
authority or jurisdiction delegated or determined to be the responsibility of Government
Agency under this Agreement. It is also understood and agreed that pursuant to
Government Code Section 895.4, Government Agency shall fully indemnify, defend, and
hold Owners and their respective officers, employees, and agents harmless from, and
against, any claims, demands, liability, damages, costs (including attorney's fees), and
expenses, including, without limitation, those involving bodily injury, death, or personal injury
of any person or property damage of any nature whatsoever (collectively "Claims"), arising
from, or related to, any acts or omissions on the part of the Government Agency under or in
connection with any work, authority or jurisdiction delegated to or determined to be the
responsibility of Government Agency under this Agreement, except to the extent caused by
the sole negligence or willful misconduct of the Owners. This provision shall survive
termination or expiration of this Agreement.
13.2 Notwithstanding section 13.1 above, in the event the Government Agency under this
Agreement is a county department of an Owner, such Government Agency's indemnification
obligations to each other Owner hereunder shall not exceed each Owner's indemnification
obligations under that certain Multi -County Agreement Between the Counties of Los
Angeles, Orange, Riverside, and San Diego for Shared Ownership and Ongoing
Maintenance of an Electronic Recording Delivery System (the "Multi -County Agreement").
13.3 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
against any Claims (as defined in section 13.1, above) for any G2G 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.
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14.3 Notwithstanding any other provision of this Agreement, the Owners may terminate this
Agreement immediately at any time in its sole discretion as 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.
14.4 The indemnification and limitation of liability provisions of this Agreement shall survive any
termination of this Agreement.
15. Dispute Resolution
Owners and Government Agency will attempt, in good faith, to resolve any controversy or claim
arising out of or relating to G2G 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.
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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 Partner 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
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.
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26. No Presumption Against Drafter
This Agreement is deemed to have been drafted jointly by the Parties. This Agreement shall be
construed without regard to any presumption or rule requiring construction against or in favor of
the party receiving a particular benefit under this Agreement. No rule of strict construction will
be applied against any party or person.
27. Notices
Any notice requirement set forth herein shall be in writing and delivered to the appropriate
party at the address listed in this subparagraph. Notice shall be given by electronic mail or
deposited in the United States mail, postage prepaid, to the parties listed below. Addresses for
notice may be changed from time to time by written notice to the other party. All
communications shall be effective when actually received; provided, however, that nonreceipt
of any communication as the result of a change in address of which the sending party was not
notified or as the result of a refusal to accept delivery shall be deemed receipt of such
communication. For reporting a security incident, the Government Agency shall also report the
incident to the Lead County at the email address specified below.
Government Agency
City of San Juan Capistrano
Attn: Christy Jakl, Assistant City Clerk
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Email: cjakl@sanjuancapistrano.org
Lead County:
Orange County Clerk -Recorder
Attn: SECURE G2G Coordinator
601 N. Ross Street
Santa Ana, CA 92701
Email: SECURESupport@rec.ocgov.com
29. 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.
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.
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--Signatures Follow --
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OWNERS
THE COUNTY OF ORANGE AS LEAD COUNTY:
Approved By: Hugh Nguyen
Signature:
Oran e Ca ty Clerk- ecar er
Date: j ,'-j - ?.020
THE OFFICE OF THE ORANGE COUNTY COUNSEL
APPROVED AS TO FORM
Jacqueline Guzman
Signature:
Title: Deputy CounV Counsel
Dated:
GOVERNMENT AGENCY
DEPARTMENT OF (Government Age
COUNTY: Orange, California
Approved By:
Signature:
Title: City N
Benjamin Siegel
Date: 7/27/2020
City of San Juan Capistrano
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Attachment A - Technical Specifications
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. Government 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 must be
dedicated workstations for G2G recording only. Government Agency computers utilized
for such are required to comply with a workstation checklist provided by Lead County.
Computers that connect to 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.
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Workstations used to submit, retrieve, or, when applicable, return SECURE G2G Portal
payloads are protected from unauthorized use and access. As a minimum, workstations
shall meet all of the following requirements:
Anti-malware software configured to start on system boot -up.
• All critical operating system patches applied within one month from when the patch
first becomes available.
• A hardware firewall installed and maintained.
Up to date virus scan software that shall check for definition updates every twenty-
four hours.
• A full virus scan configured to run weekly at a minimum.
• Installed applications shall be limited to the purpose of performing the necessary
operational needs of the recording process as defined by the County Recorder.
• Screen Lock must be configured for activation after 10 minutes of inactivity.
Shared user accounts may not be issued. At no time shall more than one person be
authorized access to SECURE G2G Portal using a single SECURE G2G Portal user
account or set of identity credentials. Each person shall be uniquely identified. If a user's
status changes, so that access to SECURE G2G Portal is no longer required, the user's
SECURE G2G Portal account and identity credentials shall be disabled and revoked, but
not deleted from the system. SECURE G2G Portal user accounts and identity credentials
are non -transferable.
c) 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 plugln.
• 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 statutes as set out in Government Code Section 27361
et seq.
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