MEMORANDUM OF UNDERSTANDING
Real Estate eFilings
THIS MEMORANDUM OF UNDERSTANDING is between Oklahoma County, on behalf of, Carolynn Caudill, Oklahoma County Clerk (“COUNTY”) and the Oklahoma County Treasurer’s Office (“COUNTY”), American Cadastre, LLC (dba“AMCAD”), and _____________________ (“COMPANY”) with offices at ____________________ ______________________ _________________________________________.
The Oklahoma County desires to offer the recording of real property documents by electronic means providing for the receiving and transmitting of documents electronically in substitution for conventional paper based documents to the mutual benefit of the parties of the transactions.
This Memorandum of Understanding will be for the initial period from when this document is executed through June 30, 2015. Thereafter, this Agreement may extend for consecutive fiscal one year terms by written agreement.
For purposes of this Memorandum of Understanding, Electronic Recording is defined to be the electronically based submitting of documents from COMPANY to COUNTY and receipt of confirmation of recording, whether electronically or by other means, from COUNTY to COMPANY based on the level of automation and structure of the transaction and is characterized in the industry by three different levels of automation and structure as follows:
Level 1 - Submitting organizations transmit scanned images of original 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. Once the CLERK accepts the documents for recording, the scanned image is “burned” with the recording information, including recording date and time as well as the unique recording reference number, such as instrument number. Indexing is performed by the indexing staff of the CLERK’S office, as with paper documents. A copy of the recorded images is returned to the submitter, together with the recording endorsement data.
Level 2 – Submitting organizations transmit scanned images of ink signed
documents or an electronic document electronically signed and notarized, along with data necessary for processing, indexing, and returning the document, to the COUNTY. The COUNTY performs an electronic examination of the imaged document and indexing data, and then completes the recording process using the imaged copy and electronic indexing information. If accepted for recording by CLERK, the electronic version of the recorded document is returned electronically or by other means to the submitter, together with the recording endorsement data.
Level 3 – Submitting organizations transmit documents which have been created electronically containing the electronic indexing information in compliance with the Oklahoma Real Property Electronic Recording Act (URPERA). Electronic signatures must comply with the Oklahoma Uniform Electronic Transaction Act (UETA). The COUNTY performs an electronic examination of the electronic documents and indexing information, then completes the recording process using the electronic documents. The Recorded document and a signification of the recorded status of the document or documents are returned by the CLERK to the submitting organization electronically or by other means, along with recording endorsement data.
As noted in Attachment A, Levels 1 and 2 are available for Real Estate efiling with the COUNTY under this Memorandum of Understanding. Level 3 efiling is possible with the COUNTY but may be limited. Any agreement for Level 3 efilings will be included in a separate attachment to this Memorandum of Understanding.
Electronic Recording requires a close working relationship as well as mutual trust between the COUNTY, COMPANY, and AMCAD. 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 parties involved in Electronic Recording in order 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.
The Electronic Recording Program of 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 the 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 type, 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. No 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). By this agreement, COUNTY is assuming no contractual liability whatsoever for any failure to record any document, delay in recording any document, or for the quality or content or lack thereof of any document presented for recording.
Attachment D provides the payment options supported for the Electronic Recording program.
COUNTY shall attempt to protect the integrity of the Recordation process through ongoing monitoring of documents received and recorded through the Electronic Recording means.
COUNTY shall work with AMCAD and COMPANY to install, configure, and administer necessary infrastructure components to facilitate Electronic Recording.
COUNTY shall test and maintain Electronic Recording software and hardware required to operate the Electronic Recording capability. COUNTY, however, shall be held harmless and not liable for any damages resulting from software or equipment failure and assumes no contractual liability for any damages whatsoever via any part of this document.
COUNTY shall institute security to authenticate verbal communications.
COUNTY shall apply the same level of diligence in handling documents submitted electronically as those submitted through the normal manual process.
AMCAD is responsible for providing, supporting, and maintaining Electronic Recording Software and internal Recording Software to COUNTY.
AMCAD shall work with COMPANY, and COUNTY to resolve issues encountered in the Electronic Recording process that are within scope of AMCAD’S software.
AMCAD, through the Electronic Recording software, shall maintain a baseline audit trail of documents received, IDs received, dates and times received, receipts to COMPANY received, receipts transmitted, and any errors encountered.
COMPANY shall work to ensure that all security measures and credentials implemented are protected. COMPANY assumes all responsibility for documents submitted through unique credentials provided to COMPANY for the purposes of engaging in Electronic Recording.
COMPANY shall be diligent in ensuring that documents submitted for Electronic Recording have been checked before submission, for errors, omissions, scanning defects, illegible areas, incorrect DPI, page count discrepancies and other deformities that would impact the validity of the document. COMPANY will, at a minimum; have validation embedded in their software to prevent inconstant page counts and incorrect DPIs from being transmitted to the COUNTY.
COMPANY acknowledges that Electronic Recording permits them to prepare, sign and/or transmit in electronic format 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, the 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, the 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, the 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.
COMPANY is responsible for receiving receipt of documents recorded by COUNTY insuring that the source of the receipt is known to be the COUNTY. COMPANY is responsible for forwarding these documents to COUNTY. COMPANY must maintain an audit trail of all activity, available to COUNTY or AMCAD, at their request, to resolve issues or to investigate potential fraudulent activity. The audit trail must contain, at a minimum, submitter ID, submitted content at point of receipt from COMPANY, submitted content as at point of delivery to COUNTY, dates and times submitted.
COMPANY will immediately notify the CLERK of any security incident, including but not limited to attempts to or actual unauthorized access to its pathway, which could compromise or otherwise adversely affect the County Clerk’s data systems.
COMPANY is responsible for assisting with resolution of any technical issues associated with Electronic Recording. COMPANY shall work, in good faith, with AMCAD and COUNTY to resolve issues with the Electronic Recording Process.
COMPANY shall provide end user support to both AMCAD and COUNTY through which problems or issues can be reported and addressed. In the event that a problem is determined to be with the Electronic Recording software and not the infrastructure provided, the COMPANY shall work to resolve issues with COUNTY and AMCAD.
COMPANY is solely responsible for any and all costs of the system, hardware or services that enable COMPANY to meet the Electronic Recording Program requirements provided by AMCAD.
COMPANY is responsible for coordinating all technical problems and issues through COUNTY.
Documents may be rejected in accordance with Oklahoma law, including, but not limited to the following reasons: document errors, failure to pay the filing or other fees due, the document is not a type the County Clerk is authorized to accept for recording, or the document fails to meet any other applicable legal requirement.
The COUNTY, AMCAD and COMPANY acknowledges that the electronic recording process is an emerging technology and that State and National standards will continue to evolve.
Any amendments or modifications to these Business Rules will generally be noticed providing at least 30 days notice prior to the change.
COUNTY will not incur any liability for the information electronically transmitted by the COMPANY to COUNTY.
The COUNTY and COMPANY will attempt in good faith to resolve any controversy or claim arising out of or relating to Electronic Recording through negotiation prior to initiating litigation.
The COUNTY may cease erecording at any time with no notice in an emergency situation involving injury and damage to the county’s erecording system when the time requirement for notice would increase the likelihood of injury or damage.
The laws of the State of Oklahoma shall govern the validity of this Memorandum of Understanding, its interpretation and performance, and any other claims related to it. In the event of any litigation arising under or construing this Agreement, venue shall lie only in Oklahoma County, Oklahoma.
Any party may terminate this Memorandum of Understanding for any reason by providing 30 days written notice of termination. Termination of such agreement shall result in the immediate halt of Electronic Recording from COMPANY to COUNTY.
IN WITNESS WHEREOF, the parties hereto have executed this contract.
COUNTY - Clerk COUNTY - Treasurer
Printed Name Printed Name
Printed Name Printed Name
Approved this _____ day of ______________________, 2014.
BOARD OF COUNTY COMMISSIONERS
OKLAHOMA COUNTY, OKLAHOMA
Carolynn Caudill, County Clerk
Format of the transmitted File
PRIA file format standard will be used. Images will be in Multi-page Group IV TIFF format.
COMPANY agrees that the physical page count of the image file embedded in the XML format and the actual page count of document included in the XML file are the same.
COMPANY agrees to submit all documents at 300 DPI.
COMPANY will, at a minimum; have validation embedded in their software to prevent inconstant page counts and incorrect DPIs from being transmitted to the COUNTY.
Communications Protocol and Options
TCP/IP, HTTP and HTTPS
Encryption will be 128bit file and image encryption. SSL and user login/password will be employed. User passwords are controlled by the Submitter and should be monitored/or changed periodically to ensure security. Computers on which documents originate must have all critical operating system patches applied, must have a firewall (hardware or software) installed, and must have up to date virus scan software.
Returned File Format
PRIA file format standard will be used. Images will be in multi-page Group IV TIFF format.
Levels of Electronic Recording Supported for COUNTY
Levels 1 and 2.
Electronic Signatures and Use of Digital Certificates
The use of Electronic Signatures and Digital Certificates will need to adhere to the guidelines set out in any applicable Oklahoma Statutes and when adopted the Oklahoma Archives and Records Commission rules for electronic filing.
Document will be scanned at 300 dpi.
Documents will be scanned in portrait mode.
Document images will be captured as multi-page Group IV TIFF images.
Scanned documents will be legible. Legible in this instance means a clear, readable image – including signatures and notary seals – and in which all portion of each page are captured.
Document details, such as margins, font size, and other similar requirements, must meet all applicable Oklahoma recording laws.
Documents must be scanned to original size.
Documents and Indexing Specifications
Documents shall be accepted for filing in accordance with Oklahoma law.
Document types available for this program and indexing standards are selected by COUNTY and COUNTY as the right to make changes to any document and indexing procedure without notice. The approved documents types can be found on the COUNTY’s website or can be obtained via inquiry at the COUNTY’s office.
Eligible Document Types
Most document types recorded in a paper-based world are acceptable for E-Recording. Some documents may be rejected based on document size and other limiting factors.
County Specific Document Type Coding
COUNTY has a drop down list of specific document type codes for COMPANY to select from. The County may correct the document type as part of the acceptance process.
Document Imaging Quality Control Standards
The xhtml document must display in W3C (World Wide Web Consortium) Standards.
Notary Requirements per Document
It is the responsibility of the E-Recording submitter to confirm that notary signatures and seals are present on all documents that require them. Notarial seals are not required although the data contained on a notarial stamp is required. Notarization and acknowledgment shall be subject to the provisions of the Oklahoma Uniform Electronic Recording Act, section 86.3(c) of Title 16, section 15-111 of Title 12A, Title 49 of the Oklahoma Statues, and when adopted the Rules of the Oklahoma Archives and Records Commission.
Eligible Document Batches
Document batches will be submitted by a standard naming convention as specified by the County Clerk. The maximum size of electronic document batches will be determined by the County Clerk.
Training or install help can be provided by AMCAD to the COMPANY at the standard hourly rate of $250.00 plus expenses.
Hours of Operation
Documents may be submitted at any time during the week. Documents will only be processed between 8:00 a.m. and 5:00 p.m. (CST) on those days and hours that the COUNTY Recording Office is open to the public for business. Documents will not be processed on COUNTY holidays, weekends, “snow days,” etc., or in the event of network or equipment failure. COUNTY will attempt to notify COMPANY of any disruption in service.
COUNTY shall stop processing documents received via e-filing at 3:00 PM CST for the current business day.
Every attempt will be made to process documents the same day received prior to the time listed above, but no guarantee is made nor given.
Alternative Delivery Options
There are no other electronic delivery options at this time.
Return to Options
Submitted documents that are accepted for recording will be provided to the COMPANY in electronic format after acceptance and recording. This confirmation will include the document image and COUNTY indexing data, and recording endorsement data. COUNTY reserves the right to make changes to the index at a later date.
Submitted documents that are rejected will be returned to the COMPANY in electronic format after rejection, along with a description of the reason(s) for rejection.
Initially, reasons for rejections will be tabulated and discussed at 30 days and 120 days with the COMPANY.
Service Help Contact Information
COUNTY RECORDING CONTACTS:
Real Estate/UCC Director for Carolynn Caudill, Oklahoma County Clerk
COUNTY TECHNICAL CONTACT:
Director of IT for Carolynn Caudill, Oklahoma County Clerk
Office: (405) 713-1339
COMPANY BUSINESS CONTACT:
Telephone Number: (____)-______-_______
Email Address: _____________________
COMPANY TECHNICAL CONTACT:
Telephone Number: ( ___)-______-________
Email Address: _____________________
COUNTY E-RECORDING VENDOR SUPPORT CONTACT:
Implementation Project Lead
(703) 787-7775 ext 154
COUNTY E-RECORDING VENDOR TECHNICAL SUPPORT CONTACT:
Customer Support Mainline
The CLERK will accept Automated Clearing House (ACH) Debit transactions as the payment method for an eRecording transaction. The COMPANY must sign an authorization form, allowing Automated Clearing House (ACH) transactions against the account being used to process fees for documents submitted. It is the COMPANY’S responsibility to inform the CLERK of any changes that may effect an ACH transaction at least 10 days before the change. The CLERK may terminate the COMPANY’S authorization for failure to report changes in ACH, or for unavailability of funds. The COMPANY will not be able to access the eRecording system if applications have been accepted and the fees have not been collected.
The CLERK will assess and collect a fee from the COMPANY of Thirty-five Dollars ($35.00) for each ACH transaction that is returned due to unavailability of funds as provided by Title 19 Oklahoma Statutes (2008) Section 682.
COMPANY agrees to settle account daily by submitting collections via Automated Clearing House (ACH) to CLERK. COMPANY will provide all necessary reports in connection with ACH transactions.
COMPANY agrees to settle account daily by submitting collections via Automated Clearing House (ACH) to AMCAD bank account. COMPANY will provide all necessary reports in connection with ACH transactions.
The price per document for any and all ROD Electronic Recording submissions shall be $3.00. The COUNTY and AMCAD reserve the right to change the price for these services at any time with prior notice of 30 days to the COMPANY.
Any discrepancy in fees discovered by AMCAD after document acceptance will be corrected by AMCAD within five COUNTY business days and COMPANY will be provided with a notification of the error.
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