HomeMy WebLinkAboutC13-329 Corporation Service Company MOU csc CORPORATION SERVICE COMPANY'
THIS MEMORANDUM OF UNDERSTANDING, dated November 7, 2013 (this "MOU") is
between Eagle County, Colorado, a body corporate and politic with its principal offices located
at 500 Broadway, Eagle, Colorado 81631 (the "Public Trustee"), and Corporation Service
Company ("CSC"), a Delaware corporation with principal offices located at 2711 Centerville
Road, Wilmington, DE 19808.
The parties acknowledge that Electronic Recording permits CSC's customers ("Submitters") to
prepare and sign documents, transmit them in electronic format, and that the transmitted
electronic likeness of the original documents can be considered as the "original" record of the
transaction in substitution for, and with the same intended effect as, the original paper
documents.
For purposes of this MOU, Electronic Recording ("E-Recording") is the electronic submission of
documents from CSC to Public Trustee, for which the Public Trustee will provide CSC an
electronic receipt.
CSC is authorized to do business in the State of Colorado.
Therefore, the parties agree to the following:
Public Trustee shall:
Examine the electronic documents and indexing information, and approve or reject the
requested release of deed of trust using the electronic documents (the "E-files").
Monitor the documents received and processed through E-Recording in an effort to insure its
integrity.
Shall test and maintain E-Recording software and hardware required to operate the E-
Recording capability. Public Trustee, however, shall be held harmless by CSC for any damages
resulting from software or equipment failure.
Public Trustee shall apply the same level of diligence in handling E-files as those submitted via
hard copy.
CSC shall:
Ensure that security measures and credentials implemented are protected from unauthorized
access, including by utilizing unique credentials for Submitters.
Maintain an electronic audit trail of all activity.
Be responsible for supporting any technical issues associated with E-Recording through their
submitting software program. CSC is solely responsible for any and all costs of the system or
services that enable CSC to meet the E-Recording program requirements.
CSC will email a daily report to Public Trustee each evening detailing the documents recorded
that day and the associated recording fees owed by submitters ("ePay Report"). Recording
Ia �2.�
fees will be paid daily via ACH by CSC to the Public Trustee for the E-Files recorded on the
prior business day.
General Understanding
Public Trustee shall not owe CSC any compensation, fees or costs as a result of this MOU.
Public Trustee will not be responsible for and shall not incur any liability for the E-files
transmitted by CSC to Public Trustee.
Public Trustee will not be responsible for and shall not incur any liability for any breach of
security, fraud or deceit as a result of E-Recording.
Public Trustee shall have all protections available to it under Colorado law.
Neither party, nor any Submitters (if relevant) shall be liable to the other for (i) any special,
incidental, exemplary or consequential damages arising from or as a result of any unintentional
delay, omission or error in the E-Recording transmission or receipt; (ii) any failure to perform
processing of the E-files where such failure results from any act of God 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 E-
Recording transactions.
Submitters and CSC will attempt in good faith to resolve claims arising out of or relating to E-
Recording either through negotiation or mediation prior to initiating litigation.
The parties acknowledge that the electronic recording process is an emerging technology and
that state and national standards will continue to evolve. To further the technology and the E-
Recording process, all parties agree to meet to discuss changes and additions to this MOU.
This MOU shall not be deemed to create a partnership between CSC and Public Trustee in their
respective endeavors, nor cause them to be considered members of any joint enterprise.
ENTIRE AGREEMENT. Except as expressly provided otherwise herein, this MOU, together with
Attachment A, Technical Specifications, and Attachment B, Contact Information, represents the
entire agreement between the parties.
TERMINATION. Either party may terminate this MOU without cause with 30 days written notice
to the other party. Submitters remain responsible for payment of fees for the filing and
recordation of documents prior to the effective date of termination.
NO WARRANTIES/RELEASE OF LIABILITY. Absent gross negligence or willful misconduct,
CSC agrees to release the Public Trustee from any liability in connection with the E-Recording
of documents under this MOU. Parties to E-Recording understand that there are no warranties,
express or implied, in connection with such transactions or E-files.
INDEMNIFICATION. CSC shall indemnify and hold harmless Public Trustee, and any of its
officers, agents and employees against any third party losses, claims, damages or liabilities for
which Public Trustee may become subject to insofar as any such losses, claims, damages or
liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance
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or nonperformance by CSC or any of its subcontractors hereunder; and CSC shall reimburse
Public Trustee for reasonable attorney fees and costs, legal and other expenses incurred by
Public Trustee in connection with investigating or defending any such loss, claim, damage,
liability or action. This indemnification shall not apply to claims by third parties against the
Public Trustee to the extent that Public Trustee is liable to such third party for such claims
without regard to the involvement of the CSC. This paragraph shall survive expiration or
termination hereof. CSC's aggregate liability under this provision shall be limited to $500,000.
INSURANCE. CSC shall carry general liability insurance to cover its operations under this
MOU.
THIRD PARTIES. This MOU and all rights and obligations are reserved solely for the parties
and not to any third party.
GOVERNING LAW. Without regard to state conflict of law provisions, the parties agree that this
MOU shall be governed by the laws of the state in which the E-files are recorded, as if this MOU
were a contract wholly entered into and wholly performed within that state. Any action to
enforce this MOU or any matter related to this MOU shall be brought in any federal or state
court within the state in which the E-files are recorded.
PUBLIC CONTRACTS. If CSC (hereinafter"Contractor"for purposes of this paragraph) has
any employees or subcontractors, Contractor shall comply with C.R.S. 8-17,5-101, et. seq.
regarding Illegal Aliens- Public Contracts for Services, and this Agreement. By execution of this
Agreement, Contractor certifies that it does not knowingly employ or contract with an illegal alien
who will perform under this Agreement and that Contractor will participate in the E-verify
Program or other Department of Labor and Employment program ("Department Program") in
order to confirm the eligibility of all employees who are newly hired for employment to perform
Services under this Agreement.
a. Contractor shall not:
Knowingly employ or contract with an illegal alien to perform Services
under this Agreement; or
ii. Enter into a subcontract that fails to certify to Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform work under
the public contract for services.
b. Contractor has confirmed the employment eligibility of all employees who are
newly hired for employment to perform Services under this Agreement through participation in
the E-Verify Program or Department Program, as administered by the United States Department
of Homeland Security. Information on applying for the E-verify program can be found at:
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http://www.dhs.gov/xprevprot/programs/qc 1185221678150.shtm
c. Contractor shall not use either the E-verify program or other Department
Program procedures to undertake pre-employment screening of job applicants while the public
contract for services is being performed.
d. If Contractor obtains actual knowledge that a subcontractor performing work
under the public contract for services knowingly employs or contracts with an illegal alien,
Contractor shall be required to:
Notify the subcontractor and Public Trustee within three (3) days that
Contractor has actual knowledge that the subcontractor is employing or contracting with an
illegal alien; and
ii. Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to subparagraph (1) of the paragraph (d) the
subcontractor does not stop employing or contracting with the illegal alien; except that
Contractor shall not terminate the contract with the subcontractor if during such three (3) days
the subcontractor provides information to establish that the subcontractor has not knowingly
employed or contracted with an illegal alien.
e. Contractor shall comply with any reasonable request by the Department of Labor
and Employment made in the course of an investigation that the department is undertaking
pursuant to its authority established in C.R.S. 8-17.5-102(5).
f. If Contractor violates these prohibitions, Public Trustee may terminate the
Agreement for breach of contract. If the Agreement is so terminated specifically for breach of
this provision of this Agreement, Contractor shall be liable for actual and consequential
damages to Public Trustee as required by law.
g. Public Trustee will notify the Colorado Secretary of State if Contractor violates
this provision of this Agreement and Public Trustee terminates the Agreement for such breach.
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Agreed and Accepted:
Corporation Service Company (CSC) Eagle County, Colorado
>y4,-
. h 44,4
By: By.
Name Scott M. Malfitano Name
Title: Vice President Title: GT
h d
Date: 11.7.13 Date: I I 6
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Attachment A
Technical Specifications
E-Recording involves three levels of automation, which are described as follows:
Model 1 Submitters transmit the E-files of executed original documents (the "Original Copies")
to the Public Trustee. The Public Trustee performs an electronic examination of the E-files and
then completes the approval process using the E-Files. The E-files of the approved release of
deed of trust are transmitted by CSC to the county clerk and recorder for recording. Rejected
requests for release of deed of trust are returned by CSC to the Submitter.
Model 2 Submitters transmit E-files of Original Copies along with electronic indexing information
to the Public Trustee. The Public Trustee performs an electronic examination of the E-files and
indexing data, and then completes the approval process using the E-files and electronic
indexing information. The E-files of the approved release of deed of trust are transmitted by
CSC to the county clerk and recorder for recording. Rejected requests for release of deed of
trust are returned by CSC to the Submitter.
Model 3 Submitters transmit documents which have been created, signed and notarized
electronically along with the electronic indexing information. The Public Trustee performs an
electronic examination of the E-files and indexing information then completes the approval
process using the E-files. The E-files of the approved release of deed of trust are transmitted by
CSC to the county clerk and recorder for recording. Rejected requests for release of deed of
trust are returned by CSC to the Submitter.
1) Format of the transmitted File:
PRIA file format standard will be used. Images will be in single page Group IV TIFF
format
2) Communications Protocol and Options:
•
TCP/IP, HTTP and HTTPS
3) Security Framework:
Encryption will be 128bit file and image encryption. SSL and user login/password will be
employed.
4) Returned File Format:
PRIA file format standard will be used. Images will be in single page Group IV TIFF
format.
5) Models (or Levels) of Recording Supported:
Models 2 and 3 are supported.
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1
6) Electronic Signatures and Use of Digital Certificates:
The use of Electronic or Digital signatures, notary seals, and notary signatures are
supported but are not required. CSC must work with the Public Trustee to
accommodate their use. Digitized signatures, notary signatures, and notary seals are
immediately acceptable.
7) Indexing Requirement and Imaging Standards:
Will be determined by CSC and the Public Trustee during the implementation process.
8) Approval/Rejection of Documents:
Submitted documents that are approved for recording will be provided to CSC by Public
Trustee in electronic format after approval. Confirmation of approval by Public Trustee
will be provided to CSC in electronic format after approval is complete. This confirmation
will include the document image and Public Trustee approval data. Public Trustee
reserves the right to make changes to the index at a later date.
Public Trustee will return rejected documents to CSC in electronic format after rejection,
along with a description of the reason(s) for rejection. CSC will electronically return the
documents to the Submitter for correction and resubmission.
CSC agrees to provide the transmission to the Public Trustee following the specifications
outlined. CSC understands that the specifications may change from time to time. In the
event changes to the specification are required, the Public Trustee will provide a written
notice to the CSC within a reasonable timeframe.
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Attachment B
Contact Information
Primary Contact Name:
Primary Contact Phone:
Primary Contact Email:
Additional Contact Names, Email, Phone:
Daily Reports will be sent to:
Additional recipients of Daily Reports(Name, Email):
Vendor Contacts:
1) System/Ops Support:
or csc-help(a.cscinfo.com
2) Billing/Accounting Support:
Please contact accountinq(a�ingeo.com
3) Additional Vendor Contacts:
Patty Sandever, Public Trustee Sales Mgr.,patty.sandever cr.cscgiobal.com, (800)927-9801
ext. 2455
Reggie Rogers, Operations Mgr.,. rrogers@cscinfo.com(435) 374-0147
Chuck Geramita, Operations Mgr., cgeramita(c�cscinfo.com (435) 374-0141
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