Virginia Department Of Motor Vehicles
Electronic Lien And Title Program Agreement
1. This Agreement is between the Virginia Department of Motor Vehicles, hereinafter referred to as DMV, and the _________, its parent and their affiliated companies located at _________, hereinafter called _____________.
2. The purpose of this Agreement is to establish parameters for DMV's Electronic Lien Process, hereinafter referred to as ELP, by ___________ and DMV, whereby notification of a lien in favor of ___________ will be sent to _____________ electronically by DMV, thus avoiding the issuance of a paper title. Both parties agree that the successful outcome of this process is of economic benefit to both parties and therefore agree to be bound by the terms and conditions set forth herein. Upon the execution of this Agreement by both parties, any oral understandings between the parties which are not incorporated herein shall be considered null and void.
3. This Agreement shall become effective on the date of execution and shall continue in full force until modified, amended or terminated pursuant to the provisions of paragraphs four (4), five (5) or six (6).
4. This Agreement includes all terms and conditions made between DMV and ____________ for this process, and except as otherwise provided in paragraph five (5) of this Agreement, any amendment or modification 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.
5. Notwithstanding any provision of this Agreement to the contrary, this Agreement is subject to any restrictions, limitations or conditions enacted by the Virginia General Assembly which may affect any or all terms or provisions of this Agreement in any manner. ______________ agrees that upon written notice from DMV of any such restrictions, limitations or conditions as may be enacted by the Virginia General Assembly will constitute a modification or amendment to this Agreement even though they were not put in writing and duly executed by each party's authorized official as required in paragraph two (2) of this Agreement. DMV will promptly advise ________________ of any such actions taken by the Virginia General Assembly. ______________ may immediately terminate this Agreement shall it determine not to comply with the modification or amendment to this agreement.
6. This Agreement is subject to the right of either party to terminate the Agreement at any time without cause, except as set out in Section 5, by giving the other party at least thirty (30) days prior written notice of such termination. Notice is effective from the date delivered to or, if served by mail, five (5) days from the date of mailing. Termination initiated by ____________ must be in writing and delivered to or sent to:
Department of Motor Vehicles
2300 West Broad Street
Richmond, VA 23269
Termination initiated by DMV must be directed to the attention of:
7. This Agreement is not assignable by ____________ either in whole or in part, without the written consent of DMV.
8. _______________ agrees that this agreement is subject to the Virginia Privacy Protection Act , §46.2-208 et. seq. and that all personal information and vehicle information which would be considered privileged under Virginia Code §46.2-208 , and is contained in any title information forwarded to __________ under this Agreement, will not be released by ____________ to any individual or entity who would not otherwise have access to such information under §46.2-208. Any release of such information by _________ to any unauthorized individual or entity in violation of §46.2-208, will result in DMV terminating this Agreement and ___________ will hold DMV harmless for any resulting damage or losses pursuant to paragraph nineteen (19) of this agreement. Notwithstanding any other time limits set forth in paragraph six (6) above, DMV may terminate this Agreement for such unauthorized use or disclosure by written notice to __________, such notice to be effective upon mailing or facsimile (FAX) transmission by DMV.
9. ________ agrees to contact DMV's Automated Interface/On-Line Dealer Work Center at (804)367-0466 immediately upon discovering that DMV has sent to ________, by electronic or any other means, data or ELP records intended to be sent to another entity. Notwithstanding any other time limits set forth in paragraph six (6) above, DMV may terminate this Agreement for failure to immediately report such errors to DMV, by written notice to ________, such notice to be effective upon mailing or facsimile (FAX) transmission by DMV.
10. _________ may use the electronic mailbox to complete the following transactions:
- Release from ELP lien holder instructing DMV to mail title to the registered owner.
- To request a paper title.
- Send error messages.
- Notify DMV of the registered owner's change of address.
- To request a paper title be printed and mailed to a non-owner address as specified by ___________.
11. The transmission of on-line file transfer to _________ by DMV and to DMV by __________ will be accomplished utilizing the AAMVAnet/Advantis mailbox.
12. All costs incurred by __________ to participate in the ELP will be the responsibility of _________.
13. Each DMV business day, after the close of business, DMV will produce and send electronically to ________, data consisting of lien notifications entered onto DMV customer record files that same day. In response, _______ will match lien notifications to its files and will send electronically, an acknowledgment of the lien notification from _________'s ELP file as well as any corrections or changes made to existing records on ________'s ELP file.
14. If _______ desires to convert existing paper titles with liens held by _________ to electronic titles, ________ shall submit a written request to DMV, accompanied by a "flat file", on a 3-1/2 inch diskette, that contains a listing of title numbers and corresponding Vehicle Identification Numbers ("VIN's) which are to be converted to electronic titles. _________ will bear the responsibility of destroying the paper title documents upon electronic notification from DMV that the titles and liens have been converted to electronic records.
15. Until the Certificate of Title is printed on secured paper by DMV at the request of ________, all information and data that is currently required by §46.2-604 of the Code of Virginia will be transferred by DMV to _________'s electronic mailbox. This transfer of information will be considered by the parties to be a delivery of an electronic title. _________ will then retain that information and that information or any other information held by ________ about the lien holder may then be configured in any electronic format as _______ may deem appropriate to fit within its system.
16. Once the lien has been satisfied, and _______ authorizes DMV to release the Certificate of Title, DMV will mail the Certificate of Title printed on secured paper, to the registered owner to the address on DMV's file or to another address designated by _________. ___________ will hold DMV harmless for any resulting damage or loss due to _________'s failure to notify DMV to mail the Certificate of Title to an address other than that of the registered owner.
17. If DMV decides to terminate the ELP concept, all ELP records of ownership shall have a paper title produced and delivered or mailed to _________ at no cost to _________.
18. __________ agrees to indemnify and hold harmless the DMV and its officers, agents and employees from any and all claims, actions, damages or losses which may be brought or alleged against the DMV, its officers, agents or employees, for unauthorized disclosure of information, errors or omissions, or delays, or from equipment, software or communication failures which result solely from the actions of _________ under this agreement.
19. If _________ will be using a Service Bureau or Software Provider for the performance of this Agreement, then _________ agrees to assume full responsibility and liability for the action of the Service Bureau or Software Provider pursuant to this Agreement. Further, ________ agrees to enter into an agreement with any Service Bureau or Software Provider ("Provider") in which the Provider will agree to be bound by the terms of this agreement, including but not limited to the provisions of paragraph eight (8) of this agreement.
IN WITNESS WHEREOF, THE UNDERSIGNED HAVE CAUSED THE AGREEMENT TO BE EXECUTED BY THEIR AUTHORIZED OFFICIALS AS OF THE DATE FIRST WRITTEN ABOVE.
D. B. Smit
Virginia Department of Motor Vehicles
(President/CEO of Banking Institute)
(Name of Banking Institute)