HomeMy WebLinkAbout20152642.tiff ELECTRONIC RECORDING MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING ("MOU"),dated 7/, :?�/
is between the County of Weld, a political subdivision of the State of Colorado,by and
through the Board of County Commissioners of the County of Weld, on behalf of the
Weld County Clerk and Recorder, whose address is P.O. Box 758, 1150 'O' Street,
Greeley, Colorado 80632, and r" C t:3 ("Company"),whose
address is 3ez,3 � 141(Z-NE- Ili
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The County desires to offer recording of real property documents by receiving and
transmitting documents electronically in substitution for conventional paper based documents
and to assure that transactions are not legally invalid or unenforceable as a result of the use of
available electronic technologies for the mutual benefit of the parties of the transactions.
For purposes of this Memorandum of Understanding,Electronic Recording is defined based on
the level of automation and structure of the transaction.The four levels of automation are as
follows:
Level 1 Submitting organizations transmit scanned image copies of ink signed
documents to the county. The county completes the recording process in the same way
as paper using the imaged copy as the source document. An electronic recording
endorsement is returned to the organization in the form of a label or printing process in
order for the submitting organization to append that information to the original paper
document.
Level 2 Submitting organizations transmit scanned images of ink signed documents
along with electronic indexing information to the county. The county performs an
electronic examination of the imaged documents and indexing data,and then completes
the recording process using the imaged copy and electronic indexing information.The
electronic version of the recorded document is returned electronically to the submitting
organization along with the electronic recording data.
Level 3 Submitting organizations transmit documents which have been created, signed
and notarized electronically along with the electronic indexing information. Electronic
signatures must comply with UETA and E-Sign specifications. The county performs
an electronic examination of the electronic documents and indexing information then
completes the recording process using the electronic documents. The electronic
version of the recorded document and electronic recording data is returned to the
submitting organization.
Level 4 Submitting organizations transmit "Smart" documents which are a single
object containing the electronic version of the document in such a way that enables the
electronic extraction of data from the object. Smart documents are required to be signed
and notarized electronically.The Smart document is endorsed electronically by the
county and returned in Smart document format to the submitting organization.
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Program Eligibility
Title Insurance Companies,Mortgage Bankers, Full Service Banks and other trusted entities
may directly or through a trusted third party provider submit real property records for electronic
recording.Electronic Recording mandates a close working relationship as well as mutual
trust between the County and the submitting entity.All parties of the Electronic Recording
transaction desire to operate and maintain a secure recording system that safeguards parties to
recordation from deceit, fraud and forgery. This Memorandum of Understanding outlines the
procedures and rules for the trusted relationship between the County and Company to facilitate
a safe and secure Electronic Recording relationship.
Participation in the Electronic Recording program is voluntary and the decision to do so is
a business judgment.
There will be no added fees or costs of any kind charged by the County for Electronic
Recording.No costs incurred by the Company for Electronic Recording shall be paid by
the County.
County Requirements
•
The Electronic Recording Program of Weld County is defined by the requirements attached
to this Memorandum of Understanding.
Attachment A defines the technical specifications including format, levels of recording
supported,transmission protocols, and security requirements of the electronic records
required by County. Company agrees to provide the transmission to the County following the
specifications outlined. Company understands that the specifications may change from time
to time. In the event changes to the specification are required, the County will provide a
written notice to the Company within a reasonable timeframe.
Attachment B contains the document and indexing specifications for the Electronic Recording
program. For each document,the County specific document code is provided along with the
required indexing information.Any County specific editing rules will also be described in this
attachment.
Attachment C contains the processing schedules and hours of operation for the
Electronic Recording Program. Neither party shall be liable for any failure to perform
processing of the transactions and documents where such failure results from any act of
Nature or other cause 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).If the County system causes delays or power
failures interfere with the normal course of business,the County will notify the affected
Company with a choice of using a courier service or waiting until the problem has been
remedied.
Company Responsibilities
Company acknowledges that Electronic Recording permits them to prepare, sign and/or
transmit in electronic formats documents and business records and the document or records
shall be considered as the"original" record of the transaction in substitution for,and with the
same intended effect as, paper documents and, in the case that such documents bear a digital
or electronic signature, paper documents bearing handwritten signatures.
By use of electronic or digital certificates to sign documents Company intends to be bound to
those documents for all purposes as fully as if paper versions of the documents had been
manually signed.
By use of electronic or digital certificates to sign documents, Company intends to be bound by
those electronic signatures affixed to any documents and such electronic signature shall have
the same legal effect as if that signature was manually affixed to a paper version of the
document.
By use of digital certificates to seal electronic files containing images of original paper
documents or documents bearing manual signatures, Company shall recognize such sealed
images for all purposes as fully as the original paper documents and shall be responsible for
any failure by Users to comply with quality control procedures for assuring the accuracy and
completeness of the electronic files.
The Company and or its employees attest to the accuracy and completeness of the electronic
records and acknowledge responsibility for the content of the documents submitted through
the Electronic Recording Program. Should a dispute or legal action arise concerning
an electronic transaction, the County shall be held harmless and indemnified by the
Company, and shall not liable for any damages incurred by the Company or any third
part'.
Company is responsible for the costs of the system or services provided by a third party that
enables Company to meet the Electronic Recording Program requirements.
General Provisions
The County will not incur any liability for the information electronically transmitted by the
Company. The County will not incur any liability for any breach of security, fraud or deceit
as a result of Electronic Recording.Neither the County nor Company shall be liable to the
other for 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.
Company shall defend, indemnify and hold harmless County, its officers, agents, and
employees, from and against injury, loss damage, liability, suits, actions, or willful acts or
omissions of Company, or claims of any type or character arising out of the work done in
fulfillment of the terms of this MOU or arising out of the failure of Company to conform to
any statutes, ordinances, regulation, law or court decree.
This MOU including the Exhibits attached hereto and incorporated herein, contains the
entire agreement between the parties with respect to the subject matter contained in this
MOU. This instrument supersedes all prior negotiations, representations, and
understandings or agreements with respect to the subject matter contained in this MOU.
This MOU may be changed or supplemented only by a written instrument signed by both
parties. This MOU is nonexclusive and County may engage or use other Contract
Professionals or persons to perform services of the same or similar nature.
Financial obligations of the County payable after the current fiscal year are contingent upon
s .
funds for that purpose being appropriated,budgeted and otherwise made available. Execution of
this Agreement by County does not create an obligation on the part of County to expend funds
not otherwise appropriated in each succeeding year.No portion of this MOU shall be deemed to
constitute a waiver of any immunities of County Department or its officers or employees may
possess,nor shall any portion of this MOU be deemed to have created a duty of care with respect
to any persons other than County Department and not a party to this MOU.
If any term or condition of this MOU shall be held to be invalid,illegal,or unenforceable by a
court of competent jurisdiction,this MOU shall be construed and enforced without such
provision,to the extent that this MOU is then capable of execution within the original intent of
the parties.
It is expressly understood and agreed that the enforcement of the terms and conditions of this
MOU,and all rights of action relating to such enforcement, shall be strictly reserved to the
undersigned parties and nothing in this MOU shall give or allow any claim or right of action
whatsoever by any other person not included in this MOU. It is the express intention of the
undersigned parties that any entity other than the undersigned parties receiving services or
benefits under this MOU shall be an incidental beneficiary only.
The County and Company will attempt in good faith to resolve any controversy or claim arising
out of or relating to Electronic Recording through either negotiation or mediation prior to
initiating litigation.
Colorado law,and rules and regulations established pursuant thereto, shall be applied in the
interpretation,execution, and enforcement of this MOU.Any provision included or incorporated
herein by reference which conflicts with said laws,rules and/or regulations shall be null and
void. In the event of a legal dispute between the parties,Company agrees that the Weld County
District Court shall have exclusive jurisdiction to resolve said dispute.In the event of a dispute
between County and Company concerning this MOU,the parties agree that each party shall be
responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf.
Either party may terminate this Memorandum of Understanding for any reason by providing 30
days written notice of termination.
Agreed and Accepted:
BY: Ke�,v. 4‘"‘C'
v‘C'
Name: "
Date: 7/iv/
ATTEST: -' tD;11 BOARD OF COUNTY COMMISSIONERS
Weld C ty Clerk to the B and WELD R COUNTY, C LOADO
BY: 41_,(,L,.(a / x/L--
eputy lerk to the Board �; �•r:yG;, .irkmey , Chair
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APPROVED AS TO SUBSTANCE:
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BY: �J !► t!. ►1`� 114;0'
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Clerk and Reco +e ''�+�''� �l
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