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C15-04 - MOU with Simplefile ct SECURE "ATTACHMENT F" & "DECLARATION" - CHECKLIST 1. Understand who the MOU is referring to: ❑ "Client" refers to your company ❑ "Agent" or "Authorized Agents" refers to Simplifile ❑ "Authorized Scanner" refers to a Simplifile Representative 2. Counties Included: ❑ One SECURE MOU will enable you to e-record in the following six counties: Los Angeles, Santa Barbara, San Mateo, Sacramento, Riverside, Orange, and Ventura. 3. Signatures: ❑ Original "wet" signatures are required on all California MOUs ❑ Page 1, Section 3.1 should be signed by a company executive ❑ Page 2, Section 3.2 must be signed by a different company representative ❑ Page 2, fill out all of the required information in Section 5 4. Declaration: ❑ Indicate your company type with a checkmark on the signature page ❑ The Declaration should be signed by the same executive that signed section 3.1 on page 1 of the MOU ❑ Your company name should be listed three times on the signature page 5. Mail your MOU: ❑ After you have completed your MOU, please mail it to Simplifile's office. Simplifile will process the document, and we will send the MOU to the county for you. Our address is: Simplifile —Atilt California Counties 4844 N. 300 W. Ste. 202 Provo, UT 84604 6. Approval: ❑ It will take 3-5 weeks to get approved after we send the documentation to the county. Once we have been notified that your account has been approved, we will enable you for e-recording and notification will be sent to your account administrator. We have a dedicated team of support technicians to help you with California e-recording. Please contact us with any questions that may arise. We look forward to working with you! Sincerely, The California Team casupport@simplifile.com Attachment F - National Submitter/Agent MOU THIS MEMORANDUM OF UNDERSTANDING("MOU"or"Agreement"), made and entered into on the 7th day in the month of April 2015 is between SECURE and its owner counties of Los Angeles, Orange, Riverside, and San Diego. The Orange County Clerk-Recorder Department acts on behalf of SECURE as the Lead County (collectively "Owners"), S imp l i f i l e ("Agent") the submitting party, and City of Beaumont ("Client"),the party requesting recording, to record electronically through the SECURE system. The Owners,Agent and Client are collectively referred to as the"Parties". RECITALS WHEREAS, SECURE is owned by the counties of Los Angeles, Orange, Riverside, and San Diego and is an electronic recording delivery system that is compliant with the Electronic Delivery Act of 2004 for the electronic submission and subsequent recording of documents with county recorders; and WHEREAS,the Agent or representative and his/her employees who are authorized will submit documents through SECURE on behalf of the Client; and WHEREAS,the Client,while not required to undergo the authorization process stated in the State of California Attorney General/Department of Justice ERDS Regulations, shall comply with the regulations set forth by the State of California Attorney General/Department of Justice ERDS Program and remain responsible for the documents submitted by the Agent;and WHEREAS, Orange County is the"Lead County"acting on behalf of the owners of SECURE to develop and support the system and to execute agreements with Clients and Agents for the electronic submission of documents through SECURE; WHEREAS, Client is responsible for providing original document(s)and/or original download data in a timely manner, upon request from authorized individual and/or Agent, in the event of a security incident or contract breach, to substantiate the authenticity of any document(s)in question. NOW THEREFORE BE IT RESOLVED THAT,the Parties,for and in consideration of the mutual promises and agreements herein continued,do agree to the following: 1. Eligibility California Government Code Sections 27390(b)(1)and 27391(b)allow Authorized Submitters, including but not limited to,title insurers, underwritten title companies, and institutional lenders, as defined,to submit, either directly or through a trusted third party provider, real property records for electronic recording. An Agent is prohibited to submit documents for electronic recording through SECURE, on behalf of another Agent. An Agent may not share a common workplace with another Agent, unless authorized to do so,and unless they can provide additional requirements mandated to ensure the protection of the SECURE workstations and the integrity of the Agents working as separate entities. 2. Suspension/Termination Owners may suspend Agent's submission of documents to SECURE, restrict access,or deny access to Client and any of Client's Agents or individual staff members at any time at its sole discretion. Either party may terminate this Agreement for any reason by providing a 30 calendar day written notice of termination. Owners may terminate this Agreement immediately if Client and/or Agent is in default of any of the terms of this Agreement. Notwithstanding any other provision of the Agreement,the Owners may terminate or suspend this Agreement immediately at any time in its sole discretion it deems necessary: 2.1 To protect the public interest 2.2 To protect the integrity of public records 2.3 To protect real property owners from financial harm 2.4 To prevent fraud 2.5 For Client and/or Agent's violation of,or to prevent the violation of,any federal,state,or local law 2.6 For Agent's failure to notify Owners of material modifications to its Pathway within 24 hours 2.7 For Client's default of any provision of this Agreement 3. Client Notices for the Client will be sent to the Company Representative according to the Client Information listed below. 3.1 Client Information(please print): City of Beaumont (Complete Company Name/Division) Executive Name: Alan Kar anicas Telephone#: ( 951 ) 769 - 8520 Fax#: (951 ) 769 - 8526 Web site: www beaumontcares_com 550 E.6th Street Beaumont CA 92223 Street Address City State Zip Code 3.2 Company Representative: Rebecca Deming Title/Position: Director of Planning Telephone#: (951 ) 769 - 8518 Email Address: rdeming©beaumontcares corn 4. Authorized Agent A SECURE Attachment F must be completed for every Authorized Agent. If multiple Agents are submitting documents for electronic recording through SECURE on behalf of your company, contact your Agent(s)to request an Attachment F for submission.A separate Attachment F must be completed per Agent. 4.1 Name of Authorized Scanner: Bronson Taylor Telephone#: (801 ) 460 _ 5657 Email Address: btaylor@simplifile. com 4.2 Authorized Agents Agents authorized to submit electronically on behalf of Client. (Please print) -Simplifile- 5. Lead County Recorder The Lead County requires that ALL fields be completed on this Attachment F. Failure to meet this requirement will result in the rejection of the Agreement until the requirement is met.All signatures must be original"wet" signatures. No signature stamps are permitted. A copy of this agreement is to be maintained for your records before mailing the original to: Orange County Clerk-Recorder Attn:Veronica Moreno 12 Civic Center Plaza, Room 101 Santa Ana, CA 92701 Telephone#: (714)834-4134 IN WITNESS WHEREOF,the Client,Agent and Owners have executed this Agreement as of the date first written above. Client: City of Beaumont (Com,eteCompany .rn isio Executive Signatur . L/ 4Z- Printed Name: Alan Kapanicas Title/Position: City Manager Telephone#:( 951 ) 769 - 8520 ext. Email Address: AlanKBeaumontcares.com 1/10/14 DECLARATION I, Alan Kapanicas , do hereby acknowledge and declare that I have reviewed the California statutes(copies of which are attached hereto as Exhibits 'A', `B', 'C' and `D') that define a title insurer, an underwritten title company, an institutional lender, and a government entity and on that basis hereby represent and warrant that, to the best of my knowledge and belief, City of Beaumont (Company Name), on whose behalf authorization as a"Client" is sought, falls within the statutory definition indicated by my checkmark set forth below: [ ] a title insurer(Cal. Insurance Code Section 12340.4)or [ ] an underwritten title company(Cal. Insurance Code 12340.5)or [ ] an institutional lender(Cal. Financial Code Section 50003)or [ X] a government entity(Cal. Government Code Section 27391). The undersigned hereby declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Cit of Beau AP (Company Name) By: , Aire or Type): Ian Kapanicas Title(if applicable): City Manager Date: 1/10/14 1 EXHIBIT 'A' California Insurance Code Section 12340.4: "Title insurer"means any company issuing title policies as insurer,guarantor or indemnitor. "Domestic title insurer" means any title insurer organized under the laws of this state. "Foreign title insurer" means any title insurer organized under the laws of any other jurisdiction. EXHIBIT 'B' California Insurance Code Section 12340.5: "Underwritten title company" means any corporation engaged in the business of preparing title searches,title examinations,title reports, certificates or abstracts of title upon the basis of which a title insurer writes title policies. EXHIBIT 'C' California Financial Code Section 50003: (a) "Annual audit" means a certified audit of the licensee's books, records, and systems of internal control performed by an independent certified public accountant in accordance with generally accepted accounting principles and generally accepted auditing standards. (b) "Borrower"means the loan applicant. (c) "Buy" includes exchange,offer to buy,or solicitation to buy. (d) "Commissioner"means the Commissioner of Business Oversight. (e) "Control" means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a licensee under this division, whether through voting or through the ownership of voting power of an entity that possesses voting power of the licensee, or otherwise. Control is presumed to exist if a person, directly or indirectly, owns, controls, or holds 10 percent or more of the voting power of a licensee or of an entity that owns, controls, or holds, with power to vote, 10 percent or more of the voting power of a licensee. No person shall be deemed to control a licensee solely by reason of his or her status as an officer or director of the licensee. (f) "Depository institution" has the same meaning as in Section 3 of the Federal Deposit Insurance Act, and includes any credit union. (g) "Engage in the business" means the dissemination to the public, or any part of the public, by means of written, printed, or electronic communication or any communication by means of recorded telephone messages or spoken on radio, television, or similar communications media, of any information relating to the making of residential mortgage loans, the servicing of residential mortgage loans, or both. "Engage in the business" also means, without limitation, making residential mortgage loans or servicing residential mortgage loans, or both. (h) "Federal banking agencies"means the Board of Governors of the Federal Reserve System, the Comptroller of the Currency, the National Credit Union Administration, and the Federal Deposit Insurance Corporation. (i) "In this state" includes any activity of a person relating to making or servicing a residential mortgage loan that originates from this state and is directed to persons outside this state, or that originates from outside this state and is directed to persons inside this state, or that originates inside this state and is directed to persons inside this state, or that leads to the formation of a contract and the offer or acceptance thereof is directed to a person in this state (whether from inside or outside this state and whether the offer was made inside or outside the state). (j) "Institutional investor"means the following: (1) The United States or any state, district, territory, or commonwealth thereof, or any city, county, city and county, public district, public authority, public corporation, public entity, or political subdivision of a state, district, territory, or commonwealth of the United States, or any agency or other instrumentality of any one or more of the foregoing, including, by way of example, the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. (2) Any bank, trust company, savings bank or savings and loan association, credit union, industrial bank or industrial loan company, personal property broker, consumer finance lender, commercial finance lender, or insurance company, or subsidiary or affiliate of one of the preceding entities, doing business under the authority of or in accordance with a license, certificate, or charter issued by the United States or any state, district, territory,or commonwealth of the United States. (3) Trustees of pension, profit-sharing, or welfare funds, if the pension, profit-sharing, or welfare fund has a net worth of not less than fifteen million dollars ($15,000,000), except pension, profit-sharing, or welfare funds of a licensee or its affiliate, self-employed individual retirement plans,or individual retirement accounts. (4) A corporation or other entity with outstanding securities registered under Section 12 of the federal Securities Exchange Act of 1934 or a wholly owned subsidiary of that corporation or entity, provided that the purchaser represents either of the following: (A) That it is purchasing for its own account for investment and not with a view to, or for sale in connection with,any distribution of a promissory note. (B) That it is purchasing for resale pursuant to an exemption under Rule 144A (17 C.F.R. 230.144A)of the Securities and Exchange Commission. (5) An investment company registered under the Investment Company Act of 1940; or a wholly owned and controlled subsidiary of that company, provided that the purchaser makes either of the representations provided in paragraph(4). (6) A residential mortgage lender or servicer licensed to make residential mortgage loans under this law or an affiliate or subsidiary of that person. (7) Any person who is licensed as a securities broker or securities dealer under any law of this state, or of the United States, or any employee, officer, or agent of that person, if that person is acting within the scope of authority granted by that license or an affiliate or subsidiary controlled by that broker or dealer, in connection with a transaction involving the offer, sale, purchase, or exchange of one or more promissory notes secured directly or indirectly by liens on real property or a security representing an ownership interest in a pool of promissory notes secured directly or indirectly by liens on real property, and the offer and sale of those securities is qualified under the California Corporate Securities Law of 1968 or registered under federal securities laws, or exempt from qualification or registration. (8) A licensed real estate broker selling the loan to an institutional investor specified in paragraphs(1)to(7), inclusive, or paragraph(9)or(10). (9) A business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940 or a small business investment company licensed by the United States Small Business Administration under Section 301(c) or(d)of the Small Business Investment Act of 1958. (10) A syndication or other combination of any of the foregoing entities that is organized to purchase a promissory note. (1 1) A trust or other business entity established by an institutional investor for the purpose of issuing or facilitating the issuance of securities representing undivided interests in, or rights to receive payments from or to receive payments primarily from, a pool of financial assets held by the trust or business entity,provided that all of the following apply: (A)The business entity is not a sole proprietorship. (B) The pool of assets consists of one or more of the following: (i) Interest-bearing obligations. (ii)Other contractual obligations representing the right to receive payments from the assets. (iii)Surety bonds, insurance policies, letters of credit, or other instruments providing credit enhancement for the assets. (C) The securities will be either one of the following: (i) Rated as "investment grade" by Standard and Poor's Corporation or Moody's Investors Service, Inc. "Investment grade" means that the securities will be rated by Standard and Poor's Corporation as AAA, AA, A, or BBB or by Moody's Investors Service, Inc. as Aaa, Aa, A, or Baa, including any of those ratings with "+" or "—" designation or other variations that occur within those ratings. (ii) Sold to an institutional investor. (D)The offer and sale of the securities is qualified under the California Corporate Securities Law of 1968 or registered under federal securities laws, or exempt from qualification or registration. (k)"Institutional lender"means the following: (I) The United States or any state, district, territory, or commonwealth thereof, or any city, county, city and county, public district, public authority, public corporation, public entity, or political subdivision of a state, district, territory, or commonwealth of the United States, or any agency or other instrumentality of any one or more of the foregoing, including, by way of example, the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. (2) Any bank, trust company, savings bank or savings and loan association, credit union, industrial loan company, or insurance company, or service or investment company that is wholly owned and controlled by one of the preceding entities, doing business under the authority of and in accordance with a license, certificate, or charter issued by the United States or any state, district,territory,or commonwealth of the United States. (3) Any corporation with outstanding securities registered under Section 12 of the Securities Exchange Act of 1934 or any wholly owned subsidiary of that corporation. (4) A residential mortgage lender or servicer licensed to make residential mortgage loans under this law. (1) "Law"means the California Residential Mortgage Lending Act. (m)"Lender" means a person that (1) is an approved lender for the Federal Housing Administration, Veterans Administration, Farmers Home Administration, Government National Mortgage Association, Federal National Mortgage Association, or Federal Home Loan Mortgage Corporation, (2) directly makes residential mortgage loans, and (3) makes the credit decision in the loan transactions. (n) "Licensee" means, depending on the context, a person licensed under Chapter 2 (commencing with Section 50120), Chapter 3 (commencing with Section 50130), or Chapter 3.5 (commencing with Section 50140). (o) "Makes or making residential mortgage loans" or "mortgage lending" means processing, underwriting, or as a lender using or advancing one's own funds, or making a commitment to advance one's own funds,to a loan applicant for a residential mortgage loan. (p) "Mortgage loan," "residential mortgage loan," or"home mortgage loan"means a federally related mortgage loan as defined in Section 3500.2 of Title 24 of the Code of Federal Regulations,or a loan made to finance construction of a one-to-four family dwelling. (q) "Mortgage servicer" or "residential mortgage loan servicer" means a person that (1) is an approved servicer for the Federal Housing Administration, Veterans Administration, Farmers Home Administration, Government National Mortgage Association, Federal National Mortgage Association, or Federal Home Loan Mortgage Corporation, and (2) directly services or offers to service mortgage loans. (r) "Nationwide Mortgage Licensing System and Registry" means a mortgage licensing system developed and maintained by the Conference of State Bank Supervisors and the American Association of Residential Mortgage Regulators for the licensing and registration of licensed mortgage loan originators. (s) "Net worth"has the meaning set forth in Section 50201. (t) "Own funds" means (1) cash, corporate capital, or warehouse credit lines at commercial banks, savings banks, savings and loan associations, industrial loan companies, or other sources that are liability items on a lender's financial statements, whether secured or unsecured, or (2) a lender's affiliate's cash, corporate capital, or warehouse credit lines at commercial banks or other sources that are liability items on the affiliate's financial statements, whether secured or unsecured. "Own funds" does not include funds provided by a third party to fund a loan on condition that the third party will subsequently purchase or accept an assignment of that loan. f (u)"Person" means a natural person, a sole proprietorship, a corporation, a partnership, a limited liability company, an association, a trust, a joint venture, an unincorporated organization, a joint stock company, a government or a political subdivision of a government, and any other entity. (v) "Residential real property" or "residential real estate" means real property located in this state that is improved by a one-to-four family dwelling. (w) "SAFE Act"means the federal Secure and Fair Enforcement for Mortgage Licensing Act of 2008 (Public Law 110-289). (x)"Service"or"servicing"means receiving more than three installment payments of principal, interest, or other amounts placed in escrow, pursuant to the terms of a mortgage loan and performing services by a licensee relating to that receipt or the enforcement of its receipt, on behalf of the holder of the note evidencing that loan. (y) "Sell"includes exchange, offer to sell, or solicitation to sell. (z)"Unique identifier"means a number or other identifier assigned by protocols established by the Nationwide Mortgage Licensing System and Registry. (aa) For purposes of Sections 50142, 50143, and 50145, "nontraditional mortgage product" means any mortgage product other than a 30-year fixed rate mortgage. EXHIBIT 'D' California Government Code Section 27391 (b): (b) Upon system certification, a county recorder may enter into a contract with a title insurer, as defined in Section 12340.4 of the Insurance Code, underwritten title company, as defined in Section 12340.5 of the Insurance Code, institutional lender,as defined in paragraph(1), (2), or(4) of subdivision (j) of Section 50003 of the Financial Code, or an entity of local, state, or federal government for the delivery for recording, and return to the party requesting recording, of a digitized electronic record that is an instrument affecting a right, title, or interest in real property. The contract may provide for the delivery of documents by an agent. However,the agent shall not be a vendor of electronic recording delivery systems.