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HomeMy WebLinkAboutResolution - 2016-R0322 - Professional Services Agreement - Amerinat - Loan Management Services - 09_22_2016Resolution No. 2016-RO322 Item No. 6.22 September 22, 2016 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Professional Services Agreement and related documents for loan management services for the Community Development Department's loan portfolio, as per RFQ 16-12774-KK, by and between the City of Lubbock and AmeriNat, of Albert Lea, Minnesota. Said Professional Services Agreement is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on September 22, 2016 (4-1-� ) Z DANIEL M. PWPE, MAYOR ATTEST: 1�4 0,0'. Reb t ca Garza, City Secreta APPROVED AS TO CONTENT: Bill HQxgrton, Assistant Ci APPROVED AS TO Justin P96itA AssistantlCity Attorney ccdocs/RES. Agreement — AmeriNat— Community Development Loan Management September 1, 2016 Resolution No. 2016-R0322 SERVICE AGREEMENT BY AND BETWEEN THE CITY OF LUBBOCK AND AMERINAT THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and entered into as of this 22nd day of September 1 2016 (the "Effective Date"), by and between the City of Lubbock, a Texas municipal corporation (the "City"), and AmeriNat, a limited liability company organized and existing under the laws of the State of Minnesota (the "Contractor"). WITNESSETH WHEREAS, the City desires to engage the Contractor to render services in connection with projects implemented by the City; and WHEREAS, the Contractor represents that it is qualified to perform services under this Agreement; and WHEREAS, the Contractor is willing to render professional services, as hereinafter defined, on the following terms and conditions; and NOW THEREFORE, in consideration of the warranties, covenants, and commitments contained in this Agreement, the parties mutually agree as follows: AGREEMENT Section 1. SCOPE OF SERVICES The Contractor shall provide the City with those services specifically set forth in the Scope of Services (see "Exhibit A") for all mortgages owned by the City for which the City has requested that such services be performed. Section 2. FEE SCHEDULE In return for the services provided by the Contractor, the City shall pay fees to the Contractor according to the Fee Schedule (see "Exhibit B"). Section 3. ADDITIONAL SERVICES In the event the City requests any additional service to be performed by the Contractor that is not specifically set forth in the Scope of Services, and the Contractor agrees to perform the requested additional service, the Contractor shall undertake such services after receiving written authorization from the City. Additional compensation for any additional service shall be allowed as agreed upon in writing by both the City and the Contractor. Section 4. EQUAL EMPLOYMENT OPPORTUNITY During the performance of this Agreement, the Contractor agrees as follows: A. The Contractor shall not discriminate against any employee who is employed in the work covered by this Agreement, or against any applicant for such employment, because of race, color, religion, sex, age, national origin, marital status, or physical or mental handicap unrelated in nature and extent so as to reasonably preclude the performance of such work. This Professional Services Agreement —AmeriNat and the City of Lubbock provision shall include, but not be limited to, the following: employment, promotion, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and, selection for training, including apprenticeship. B. The Contractor shall include a similar provision in all subcontracts for services covered by this Agreement, and shall post and cause subcontractors to post in conspicuous places available to employees and applicants for employment, notices setting forth the substance of this clause. Section 5. REPRESENTATION The Contractor represents that it has, and shall continue to have, adequate and proper facilities and personnel to perform the services contained in this Agreement; that it is duly authorized and qualified by law to enter into this Agreement and perform such services. The Contractor warrants that it shall faithfully and diligently perform the services herein, and shall employ, as a minimum, generally accepted standards and practices employed by other professional services organizations or persons engaged in providing similar services in existence at the time of performance of its obligations herein. The Contractor represents and covenants that it shall execute its best efforts to comply with all applicable laws and regulations concerning the services it has agreed to perform pursuant to the terms of this Agreement. Section 6. INDEMNIFICATION A. The Contractor agrees to indemnify, defend and hold harmless the City and its respective employees, representatives, agents, successors, and assigns (individually and collectively, the "Indemnitees") from and against any and all losses, damages, costs, and expenses, including, without limitation, reasonable attorneys' fees and costs, incurred by the Indemnitees in connection with a breach by the Contractor of any of the covenants, agreements, representations or warranties contained herein, or the negligence or willful misconduct of the Contractor, or any of its employees, subcontractors or agents. B. To the extent allowed under law, the City agrees to indemnify, defend, and hold harmless the Contractor and its respective employees, representatives, agents, successors, and assigns (individually and collectively, the "Indemnitees") from and against any and all losses, damages, costs, and expenses, including, without limitation, reasonable attorneys' fees and costs, incurred by the Contractor in connection with a breach by the City of any of the covenants, agreements, representations, or warranties contained herein, or the negligence or willful misconduct of the City, or any of its employees, subcontractors, or agents. However, the parties expressly acknowledge that the City's authority to indemnify and/or hold harmless any third party is governed by Article XI, Section 7 of the Texas Constitution and any provision which purports to require indemnification by the City is invalid. Section 7. INDEPENDENT CONTRACTOR A. Nothing contained in this Agreement shall be deemed or construed in any manner to create a co -partnership or joint venture relationship between the Contractor and the City. The duties and responsibilities of the Contractor shall be rendered as an independent contractor and not as an agent, representative, or employee of the City, and the Contractor shall have full control of all its acts, doings, and proceedings relating to or requisite in connection with the discharge of its duties and responsibilities under this Agreement. Furthermore, this Agreement is by and between the City and the Contractor and is not intended, and shall not be construed, to create Professional Services Agreement — AmeriNat and the City of Lubbock the relationship of agent, servant, employee, partnership, joint venture, or association, as between the City and the Contractor. The employees and agents of one party are not the employees or agents of the other party for any purpose whatsoever. The Contractor and its employees are independent contractors and are not employees of the City. B. The Contractor shall be solely liable and responsible for providing all compensation and benefits to, or on behalf of, all persons performing work pursuant to this Agreement. The City shall have no liability or responsibility for the payment of any salaries, wages, unemployment benefits, Federal, State, or local taxes, or other compensation, benefits, or taxes for any personnel provided by or on behalf of the Contractor. The Contractor understands and agrees that all persons performing work pursuant to this Agreement are, for purposes of worker's compensation liability, solely employees of the Contractor and not employees of the City. The Contractor shall be solely liable and responsible for furnishing any and all worker's compensation benefits to any person as a result of any injuries arising from or connected with any work performed by or on behalf of the Contractor hereunder. The Contractor shall agree to indemnify, defend with counsel acceptable to the City, and hold the City harmless from any action or proceeding regarding the Contractor's employee or agent's independent contractor status. Section 8. ASSIGNMENT OF AGREEMENT The Contractor shall not assign any of its rights or obligations under this Agreement without the prior express written consent of the City, which such consent shall not be unreasonably withheld. Section 9. INSURANCE A. Requirements: The Contractor shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by the Contractor, its agents, representatives, employees or subcontractors. Such insurance policies shall name the City as an additional insured as allowable under policy. B. Limits of Insurance: The Contractor shall maintain limits no less than: i. General Liability: The Contractor's insurance shall contain broad form contractual liability with a combined single limit of a minimum of one million dollars ($1,000,000) each occurrence and in the aggregate and shall include the following: a) Broad Form Contractual Liability b) Personal Injury and Advertising Injury c) Products and completed operations ii. Cyber Liability: The Contractor's insurance shall contain Cyber Liability with a combined single limit of a minimum of one million dollars ($1,000,000) each occurrence and in the aggregate. iii. Workers' Compensation and Employers Liability Insurance: The Contractor shall elect to obtain workers' compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, the Contractor shall maintain said coverage throughout the term of this Agreement and shall comply with all provision of Loan Servicing 5 of the Texas Labor Code to ensure that the Contractor maintains said coverage. Any termination of workers' compensation insurance coverage by the Contractor or any cancellation or Professional Services Agreement — AmeriNat and the City of Lubbock non -renewal of workers' compensation insurance coverage for the Contractor shall be a material breach of this Agreement. The Contractor may maintain Occupational Accident and Disability Insurance in lieu of Workers' Compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City. Employer's Liability with limits of at least five hundred thousand dollars ($500,000) each accident, five hundred thousand dollars ($500,000) by disease policy limit, and five hundred thousand dollars ($500,000) by disease each employee shall also be obtained and maintained throughout the term of this Agreement. iv. Crime Insurance: The Contractor's insurance shall contain Crime Insurance with a combined single limit of a minimum of one million dollars ($1,000,000) each occurrence and in the aggregate. v. Other Insurance Requirements: The Contractor's general liability and auto liability insurance policies through policy endorsement must include wording, which states that the policy shall be primary and non-contributory with respect to any insurance carried by the City. The certificate of insurance described below must reflect that the above wording is included in evidenced policies. All policies must be endorsed to include a waiver of subrogation in favor of the City. C. Acceptability of Insurers: Insurance is to be placed with insurers with an A.M. Best rating of no less than A:VII. D. Verification of Coveraize: The Contractor shall furnish the City with certificates of insurance to the policies evidencing coverage required by this clause prior to the start of work. The certificates of insurance for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate of insurance shall be on a form utilized by the Contractor's insurer in its normal course of business and shall be received and approved by the City prior to execution of this Agreement by the City. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. E. Subcontractors: The Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming the parties as additional insureds. Section 10. RECORD KEEPING AND REPORTING The Contractor shall maintain books, records, papers, or other document relevant to the performance of its duties under this Agreement, and upon written request from the City shall allow the City to inspect, audit, copy, or abstract, any and all such books, records, papers, or other documents. The Contractor may maintain the required books, records, paper, and other documents in electronic form. Contractor shall use generally accepted accounting principles in the maintenance of such books and records and shall retain all of such books, records, and documents for a period of five (5) years from the date such books and records are originally created. Section 11. NON -COLLUSION The Contractor covenants and declares that it has not employed any person to solicit or procure this Agreement and that the Contractor has not made, and will not make, any payment of any Professional Services Agreement — AmeriNat and the City of Lubbock compensation for the procurement of this Agreement. The covenant contained herein shall survive the expiration or earlier termination of this Agreement. Section 12. CONFLICT OF INTEREST The Contractor covenants and declares that it has not, and will not, acquire any interest, directly or indirectly, in any property acquired by the City during the term of this Agreement. The Contractor warrants and covenants that it presently has no interest in, nor shall any interest be hereinafter acquired in, any matter that will render the services required under this Agreement a violation of any applicable Federal, State, or local law. In the event that any conflict of interest should hereinafter arise, the Contractor shall promptly notify the City in writing of the existence of such conflict of interest. Section 13. CONFIDENTIALITY The Contractor agrees that such reports, information, opinions or conclusions shall not be made available to or discussed with any individual or organization, including the news media, without prior written approval of the City. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of the City information whether deemed confidential or not. Section 14. OWNERSHIP OF WORK All reports, designs, drawings, plans, specifications, schedules, work product and other materials prepared or in the process of being prepared for the services to be performed by the Contractor shall be and are the property of the City and the City shall be entitled to full access and copies of all such materials. Section 15. TERM AND TERMINATION A. The term of this Agreement shall commence upon execution of this Agreement by both parties and shall continue for one (3) years thereafter. This Agreement shall automatically renew for successive one (1) year terms under the same terms and conditions unless either party gives thirty (30) days written notice of its intention to not renew the Agreement under the same terms and conditions. Any and all revisions to the contract must be mutually agreed upon in writing and signed by both parties. B. Irrespective of any default hereunder, either party may also, at any time in their discretion, terminate this Agreement, in whole or in part, by giving the other party sixty (60) days written notice thereof and in such event, the Contractor shall be entitled to receive compensation specified herein for all work completed prior to such sixty (60) days' notice of termination or cancellation, delivered or not yet delivered to the City. The Contractor shall also be entitled to compensation for all subsequent work requested by the City and delivered by the Contractor, after notice of termination. For any work partially completed at the date of termination, such work will be compensated on a prorated basis, as mutually agreed upon. C. This Agreement was entered into in part based upon representations made by the City about the status of the loans to be serviced. If actual circumstances differ materially from those represented, or if additional data is received which results in the Contractor incurring additional costs to board or service the loans beyond that which was anticipated, the Contractor reserves the right to modify the fee accordingly or terminate the Agreement. Termination under this Professional Services Agreement — AmeriNat and the City of Lubbock provision will not be deemed to be a default by the Contractor, and no liability will exist to reimburse the City of any losses incurred as a result of the termination. If services are terminated under this provision the City will not be liable to the Contractor for any transfer fees specified in the fee section of this Agreement. Section 16. CHOICE OF LAW AND VENUE This Agreement is subject to all present and future valid laws, orders, rules and ordinances and/or regulations of the United States of America, the State of Texas and the Parties, and any other regulatory body having jurisdiction. This Agreement shall be construed and governed according to the laws of the State of Texas. The sole venue for any action, controversy, dispute or claim arising under this Agreement shall be in a court of appropriate jurisdiction in Lubbock County, Texas exclusively. Section 17. MODIFICATIONS No waiver or modification of any language contained in this Agreement shall be valid unless in writing and duly executed by both parties. Section 18. SEVERABILITY Should any part of this Agreement be declared by a final decision by a court or tribunal of competent jurisdiction to be unconstitutional, invalid or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement, absent the un-exercised portion, can be reasonably interpreted to give effect to the intentions of the parties. Section 19. NOTICES All notices or communications under this Agreement shall be in writing and shall be deemed delivered as follows: on the date of delivery if delivered in person or via facsimile (if sent prior to 5:00 p.m., California time; or if delivered after 5:00 p.m., it shall be deemed delivered on the following business day); on the next day, if delivered by a nationally recognized overnight courier (such as UPS or FedEx); five (5) days after the date of mailing, if sent by certified first class U.S. mail, return receipt requested and postage prepaid, at the address of the respective parties below, or such other address as may be given to the other party in writing: For Contractor: AmeriNat 217 South Newton Ave Albert Lea, MN 56007 Attn: Amber Loverink, Marketing & Contracts Manager Email: aloverink(c7amcrinatls.com Telephone: (866) 779-5546 FEID #: 41-1951655 For City: City of Lubbock 1625 13th Street Lubbock, TX 79401 Attn: Karen Murfee Community Development Director Email: KMurfee((i),mail.ci.lubbock.tx.us Telephone: (806) 775-2296 FEID #: 75-60005906 Professional Services Agreement—AmeriNat and the City of Lubbock Section 20. WAIVER No waiver by either party of any covenant or condition of this Agreement shall be valid unless in writing and signed by the party so waiving. Neither the failure by either party in any one or more instances to insist upon the complete and total observance or performance of any term or provision herein, nor the failure by either party to exercise any right, privilege, or remedy conferred herein or afforded by law, shall be construed as waiving any breach of such term, provision or the right to exercise such right, privilege or remedy thereafter. In addition, no delay on the part of either party in exercising any right or remedy herein shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude other or further exercise thereof, or the exercise of any other right or remedy. Section 21. FORCE MAJEURE Any delays in or failure of performance by either party, except in respect of the obligation of payments under this Agreement, shall not constitute default of this Agreement, if and to the extent such delays or failures are caused by occurrence(s) beyond the reasonable control of the party affected, and which by the exercise of due diligence such party is unable to prevent, such occurrence(s) including but not limited to: acts of God, sabotage, war, acts of terrorism, riots, insurrections, civil unrest, riots, embargoes, strikes, lockouts, fires, floods, tornados, hurricanes or other natural disaster or governmental actions. In any such event, the party claiming Force Majeure shall promptly notify the other party of the nature of the event in writing, and, if reasonably possible, such notice shall set forth the extent and duration thereof, and shall resume performance at the earliest possible date. Section 22. LICENSING The Contractor operates under the regulation and jurisdiction of various licensing authorities including the City's State authorities, the requirements of which may vary from time to time. If the Contractor's relevant authority were to be modified and/or revoked due to changes in circumstances or regulation, the Contractor will provide prompt notice of its requirement to terminate services and will terminate services before the latest available date as allowed by regulatory authority. Termination under this provision will not be deemed to be a default by the Contractor, and no liability will exist to reimburse the City for any losses incurred as a result of the termination. If services are terminated under this provision the City will not be liable to the Contractor for any transfer fees specified in the fee section of this agreement. Section 23. COMPLIANCE WITH LAWS In performing the services required hereunder, the Contractor shall execute its best efforts to comply with all applicable laws, ordinances, and codes of the federal, state, and local governments. Section 24. COMPLIANCE WITH LATE FEES In order to ensure compliance with respective state statute, the City's loans will be boarded and serviced in accordance with the late fee provision in the loan documents, and where appropriate, said late fee will be reduced to not exceed the maximum amount allowed by law. Section 25. PAYMENT OF HOMEOWNERS ASSOCIATION FEES The City acknowledges that loans with a Homeowners Association (HOA), termite warranty contracts, and yearly crawl space contracts, will be serviced with the "Client Fund Method." The Professional Services Agreement — AmeriNat and the City of Lubbock 7 Contractor will collect the payments and disburse one remittance payment to the City, for the City to disburse to the HOA or other service providers, as applicable. Section 26. LOAN FILES & DOCUMENTATION The City acknowledges that complete and legible loan file documentation containing all pertinent repayment terms and conditions must be provided to the Contractor by the agreed upon date determined during establishment of the Portfolio Transfer Timeline. The City also understands that the Contractor cannot commence servicing the City's loans until such time that all respective loans files and documentation have been provided to the Contractor. Section 27. EQUITY SHARING PROVISIONS For any notes containing an equity sharing or similar provision upon sale or transfer of the property, the City acknowledges that they will be responsible for calculating any equity share amount due that may result from the occurrence of a qualifying event triggering such. Section 28. PENALTIES OR ASSESSMENTS RELATED TO 1098 OR 1099 REPORTS If the services to be provided under this agreement include the acceptance of loan payments and/or 1099 reporting (1099-Int, 1099-C, etc.), the Contractor will submit the required 1098 and/or 1099 forms to the Internal Revenue Service as required. If the loan data provided by the City does not include a valid social security number for a borrower(s), the Contractor will exercise all reasonable means to obtain such valid social security number(s). The Contractor will also notify the City, at a minimum of one time annually, of any missing or invalid social security numbers which remain outstanding. If the lack of an available and/or valid social security number(s) results in a penalty or fine assessed by the Internal Revenue Service, the City will be notified of the amount of the penalty and fine, and will immediately reimburse the Contractor for any such penalty or fine paid or to be paid. Section 29. ANTI -MONEY LAUNDERING The Contractor agrees to perform its services in accordance with established policies and procedures designed to detect, prevent, and mitigate the risk of money laundering, terrorist financing or other crimes. Such policies and procedures are available for review by the City on their request. The City is responsible for OFAC screening of borrowers prior to loan origination to ensure they do not appear on the U.S. Department of Treasury's "Specially Designated Nationals" List (http://www.treasury.Lov/resource-center sanctions/SDNList/Panes/default.aspx), (SDN) and for compliance with Anti -Money Laundering program requirements of 31 U.S.C. § 5318(h), or other directives that may relate to the appropriate verification of borrower identity to ensure the prohibition of transactions with certain foreign countries and/or their nationals. The City also agrees to immediately notify the Contractor if it becomes aware of any of its borrowers being added to the SDN during the term of this agreement. Section 30. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. Professional Services Agreement — AmeriNat and the City of Lubbock Section 31. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. Section 32. AUTHORITY TO EXECUTE THIS AGREEMENT Both parties hereto represent and warrant that they have the full right, power and authority to execute this Agreement. Section 33. FUNDING The Parties understand and acknowledge that the funding of this Agreement is contained in each Party's annual budget and is subject to the approval of each Party in each fiscal year. The Parties further agree that should the governing body of any of the Parties fail to approve a budget which includes sufficient funds for the continuance of this Agreement, or should the governing body of any of the Parties fail to certify funds for any reason, then and upon the occurrence of such event, this Agreement shall terminate as to that Party and the Party shall then have no further obligation to the any other Party. When the funds budgeted or certified during any fiscal year by a Party to discharge its obligations under this Agreement are expended, any other Party's sole and exclusive remedy shall be to terminate this Agreement. If this agreement is between governmental entities, as defined by Chapter 791 of the Texas Government Code, each party paying for the performance of governmental functions or services must make those payments from current revenues available to the paying party. Section 34. RIGHTS AND REMEDIES RESERVED The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this Agreement, the former shall control. Section 35. PUBLIC INFORMATION This Agreement is public information. To the extent, if any, that any provision of this Agreement is in conflict with Tex. Gov't. Code Ann. Chapter 552 et seq., as amended (the "Texas Public Information Act") the same shall be of no force and effect. Professional Services Agreement — AmeriNat and the City of Lubbock Section 36. NO THIRD -PARTY BENEFICIARIES This Agreement is entered solely by and between, and may be enforced only by and among the Parties. Except as set forth above, this Agreement shall not be deemed to create any rights in or obligations to any third parties. Section 37. NO PERSONAL LIABILITY Nothing in this Agreement is construed as creating any personal liability on the part of any employee, officer or agent of any public body that may be a party to this Agreement. Section 38. SOVEREIGN IMMUNITY ACKNOWLEDGED AND RETAINED THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT NO PROVISION OF THIS AGREEMENT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY ANY PARTY OF ANY IMMUNITIES FROM SUIT OR LIABILITY THAT A PARTY MAY HAVE BY OPERATION OF LAW. THE CITY OF LUBBOCK RETAINS ALL GOVERNMENTAL IMMUNITIES. Section 39. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement. IN WITNESS WHEREOF, intend to be legally bound by the warranties, covenants, and commitments contained within, this Agreement as of the Effective Date. CITY OF LUBBOCK: DANIEL M. PV,,M1AYOR SIGNATURES AMERINAT: Adrienne L. Thorson Chairperson, CEO/CFO Michael Torres President, COO Professional Services Agreement — AmeriNat and the City of Lubbock 10 ATTEST: Reb cca Garza, City Secre APPROVED AS TO CONTENT: Karen Murfee, Community Deve pment Director APPROVED AS TO FORM: Justi U itt, Ass tant City Attorney Professional Services Agreement — AmeriNat and the City of Lubbock EXHIBIT A SCOPE OF WORK Loan Servicing for Amortized and Deferred Loans 1. Introductory Package: Upon boarding of each new loan, the Contractor will send to each borrower a welcome package. This welcome package contains a Notice of Servicing Transfer, Fair Debt Notice, FACT Act Letter, ACH sign-up form and a supply of coupons. 2. Collection and Remittance of Payments: The Contractor will collect payments from the borrowers through monthly or other scheduled remittances of principal, interest, fees, escrow balances and other identified payments. These remittances will be posted to the loan and ancillary records in accordance with the loan documents and the City's written instructions. Payments will be posted the same day as receipt. All funds will be maintained in an FDIC insured banking institution in a custodial account for the benefit of the City and the borrowers as applicable. The Contractor will ensure the proper balancing of cash received and transmitted and loan portfolio totals on a daily and monthly basis. Remittances will be forwarded to the City monthly net of fees and other authorized charges due to the Contractor. 3. Payment of Property Taxes: At the City's request, the Contractor will monitor the timely payment of property taxes. Tax service will be required to monitor payment of property tax. 4. Insurance Monitoring: The Contractor will notify the insurance agent in writing that the Contractor is monitoring premium payments and that we are to be made aware of delinquencies or cancellations. The Contractor will force place insurance in accordance with respective regulation (see Insurance section). 5. Escrow/Impound Account: If the City chooses, the Contractor will establish an escrow/impound account for any borrower for the payment of taxes and insurance. Many borrowers find it easier to pay into an escrow account on a monthly basis rather than making large semi-annual or annual tax and insurance payments. The Contractor will collect the monthly escrow payment from the borrower and make the tax and insurance payments on the borrower's behalf. The borrower escrow accounts will be analyzed annually in accordance with the Real Estate Settlement Procedures Act (RESPA). Tax service is necessary to ensure the timely and accurate payment of property taxes. Please note: Unless respective state law requires otherwise, the Contractor's escrow analysis utilizes a 2-month cushion in accordance with RESPA. This cushion is an industry standard and is intended to minimize the likelihood of escrow shortages / deficits when and if escrow disbursement items increase. If this cushion is not consistent with the City's current escrow analysis process, borrowers' escrow analysis may result in a shortage and/or escrow payment increase at the time of the Contractor's first analysis. This may impact borrowers' ability to make increased monthly payments to escrow. Should the City request alternative handling of loan accounts with escrow payment increases, this may result in the City incurring extraordinary services charges. If the City chooses to establish an escrow/impound account for any borrower, the Contractor will also establish a Client Escrow Deficit account. This account is used to track and reconcile borrower accounts with escrow deficits as a result of payments made on the borrower's behalf in excess of their escrow balance. The escrow deficit account will be reconciled monthly and the net change will be included or deducted from the City's monthly remittance; a net shortage/negative will be deducted and a net overage/positive will be remitted. Regardless of Professional Services Agreement — AmeriNat and the City of Lubbock 12 whether or not the net shortage/negative is deducted from remittance, the City remains responsible for all escrow advances made by the Contractor. At portfolio transfer the Contractor will require a cash deposit of the total amount of positive escrow balances. Negative escrow balances will be set zip, but the total amount of negative escrow balances will not be netted out of the positive cash escrow balances. 6. Late Fees: In keeping with the provisions of the City's promissory note, the Contractor will assess and retain a late fee when payment is not made within the grace period. Lender Placed Insurance In accordance with respective regulation, upon notification of a policy cancellation from the borrower's insurance carrier, or when proof of a current policy is not received, the Contractor will request lender -placed insurance from the Contractor's insurance provider. 1. Coverage is instantly bound upon receipt of request with an effective date up to 90 days prior to receipt of our request. 2. The Contractor's insurance provider or their carrier will send out three letters to the borrower over the course of forty-five days. If the borrower provides proof of coverage, lender -placed coverage will be cancelled. 3. if the effective date of this coverage is the same and there is no lapse in coverage, there will be no premium charged, if there is a lapse in coverage, there may be a fee charged to the borrower's account for an earned premium. 4. If the borrower does not provide proof of coverage, the Contractor's insurance provider will send an insurance policy and notification of premium to the borrower and bill the Contractor for a one-year policy. if the borrower does not have an established impound account; the Contractor will create one and disburse the premium from it. if the borrower fails to pay the premium before the end of the month, and the disbursed premium results in an escrow deficit balance, said balance will be accounted for in that month's reconciliation of the Client Escrow Deficit Account. If the aggregate portfolio remittance for said month is insufficient to cover the deficit amount, City will be billed and responsible for the cost until recouped from the borrower. Any pay-off quotations or demands will reflect any impound deficit amounts (caused by the cost of any forced -place insurance or other advances) so that the borrower will still be held responsible for the cost even if they are unresponsive. The Portfolio Status Report, delivered monthly to the City, will also reflect such negative impound balances (i.e. the total amount of such premiums owed by borrower). 5. The one-year policy is cancelable at any time by either the Contractor or the City. Account Inquiries Borrowers and City have 24-hour electronic access to their loan information via the Contractor's website. Continuous access to all loan account information is also provided during normal working hours through our toll free customer service telephone lines. In addition, we can provide hard copy account payment histories or other information through facsimile transmission or email. When requested by a borrower, the Contractor will provide, without charge, a detailed statement of all transactions relating to the borrower's payments and/or escrow account. Professional Services Agreement — AmeriNat and the City of Lubbock 13 Non -sufficient Funds (NSF) Checks In the event that a check is returned to us unpaid due to non -sufficient funds, a returned check fee will be assessed. A letter will be sent to the borrower requesting immediate payment plus the returned check fee. If this fee is not received, a memo will be placed on the individual's account and the fee will be collected at the time the loan is paid off. Additional Portfolio Management Services 1. Loan Payoff Quotations, Satisfactions, Reconve, aY nces: The Contractor will provide Loan Payoff Quotations and will perform Satisfactions and Reconveyances of Mortgage at the borrower's expense for any loan at the City's request. 2. Loan Amortization Schedules: The Contractor will provide Loan Amortization Schedules for any loan at the City's request. 3. 1098 Tax Forms: Pursuant to IRS regulations and, on behalf of the City, the Contractor will submit required 1098 tax form for any and all borrowers paying interest on any City loan. 4. Year -End Account Summary: The Contractor will supply a year-end account summary statement to each borrower if there has been principal, interest or escrow activity on their account. The report will indicate principal and interest paid, amount of payments the Contractor made on the borrower's behalf for taxes and insurance, and any remaining escrow balance. 5. Tickler Notifications: The Contractor will provide for an annual tickler notification to any borrower, at the City's request. Loan Transfer In the event the City requires the Contractor to transition loans back to the City or to another servicer, the Contractor will gather and package all loan files (hard -copy and/or electronic copy) for shipment. The Contractor has an in-house IT department that is dedicated to the maintenance and enhancement of its proprietary loan servicing system. The Contractor's IT department will work with the City's staff to electronically transmit servicing data in an agreed upon format. Loan Reconstruction Over the course of our history, we have assisted our wide range of clients in reconstructing their portfolio of loans to ensure the accuracy and consistency of the booked loans with the terms and conditions of the original loan documents. Reconstruction work may involve a detailed review of payment histories to determine posting accuracy and compliance with promissory notes, truth in lending statements, and other applicable related loan documents. Reports The Contractor's standard reports are designed to meet our client's objectives and funding source requirements. Data reporting is flexible and can be reported in several ways, including program type, funding source and funding year. Hard -copy reports are available as indicated in addition to the electronic reporting available to the City online through our Internet LoanLink service. Through LoanLink, the City has unlimited access to account and portfolio data, and can view the information as well as generate reports that can be downloaded into Excel. Professional Services Agreement — AmeriNat and the City of Lubbock 14 1. Portfolio Status Report: The report provides a complete accounting per loan of the total portfolio. The report identifies annual payments made, remaining balances, borrower's name and account number, original loan balance, interest rate, and loan term. For those deferred loans accruing interest, the report shows the ongoing accrued interest balance. Frequency: Available on- line, one soft -copy report forwarded monthly to the City. 2. Current Month Reconciliation Report: This report serves as reconciliation for the loan payments remitted by borrowers. Frequency: Available on-line, one soft -copy report, along with remittance check, forwarded to the City within ten working days of the close of the month. 3. Delinquent Aging Report: This report reflects delinquent accounts at the 30, 60, 90, and over 90 day levels. Borrower accounts moved into the forbearance or foreclosure process are designated. Frequency: Available on-line, one soft -copy report forwarded monthly to the City. 4. Loan Amortization Schedule: The Loan Amortization Schedule shows the breakout of principal and interest paid for each payment during the term of the loan. This schedule is useful in determining how much principal is still owed and how much interest has been paid, at any period of time. This report can also be used in determining any balloon amounts due per the terms of the note. Frequency: Available to the City upon request. 5. Escrow Analysis Report: For loans requiring monthly escrow/impound payments for taxes and/or insurance, the Contractor conducts an annual escrow analysis to determine the proper monthly payment a given borrower needs to make in order to cover future tax and insurance payments. This report is especially useful when escrow requirements change significantly, e.g., a marked increase in property tax due to a reassessment or supplemental tax. Frequency: Available to the City upon request. 6. Account Status Information Report: Provides and status information for individual borrower includes a vast amount of information on any Frequency: Available on-line. borrower profile, loan term and current balance accounts within a City's portfolio. This report particular account within the City's portfolio. 7. Current Year Payment History: Details transactions on individual accounts for the current year's activity. Frequency: Available on-line. 8. Payment History with Memos: The Contractor uses a series of memo codes to help classify various borrower requests or processing activity. Activities subject to memo code classification include, for example, requests for duplicate coupon books, payoff requests, and other miscellaneous borrower questions. This report summarizes the loan history with identification of these types of activities along with associated comments by the Contractor personnel. Frequency: Available on-line. 9. Memo Listing Report: This report lists the various coded activities and their dates. It is particularly useful when researching activity on any particular borrower account. Frequency: Available on-line. Professional Services Agreement — AmeriNat and the City of Lubbock is Loss Mitigation The Contractor provides treatment for delinquent mortgages through positive pressure that is fair but firm. If delinquent borrowers have a positive attitude toward their obligations, we will work with them to help them retain title to their property. The following policy of follow-up will be adhered to by the Contractor to minimize any loss of income to the City: 1. New Borrower Delinquency: Early delinquency can be a sign of a chronic delinquent borrower. The Contractor forwards its first letter to new delinquent borrowers at 5 days past the first payment due date. If there is no response, a second letter is sent at 15 days. Borrowers are invited to contact our office to discuss difficulties they may be facing in meeting their obligations. If no response is received to either letter, due diligence phone calls begin at 17 days' delinquent. 2. Delinquency/Default Letter Production: While most borrowers will pay without much individual attention, delinquencies will rise because some borrowers, left alone, will fall into poor paying habits. Therefore, letters of varying tone and composition will be sent at 15, 30 and 45 and 90 days past the payment due date. The 45-day letter will include the Consumer Financial Protection Bureau (CFPB) mandated notification informing the borrower of the available loss mitigation options. The 90-day letter will detail for the borrower possible escalated collection activity up to and including foreclosure. The letters emphasize the seriousness of the situation, the potential for loss of the borrower's property, and demands immediate payment. The City staff will have online access to collection notes from conversations with the City's borrowers and the Contractor collection staff. The City will also see when delinquency notices and collection letters are mailed. 3. Due Diligence Phone Calls: Telephone calls will be placed to all mortgage loan borrowers in accordance with CFPB guidance and best practices. We will attempt to establish live contact with the borrower beginning at the 17th day of delinquency with a good faith goal of establishing contact with the borrower by the 36th day of delinquency. We will make one or more subsequent attempts to contact the borrower every 30 days thereafter. Telephone contact offers several advantages: it demands attention; it interrupts other activity; it establishes a personal communication; and it requires immediate response. The objective of the call is to secure or demand prompt payment, obtain information needed to determine the reason for the delinquency, and to gain a commitment for future payments. 4. Credit Reporting: The Contractor will report to the credit bureaus any borrower payment activity on a monthly basis. 5. Confirmation Letters: Contact with borrowers is used to solicit commitments to repay past due amounts. A borrower will be provided with the opportunity to bring the loan current immediately, and within six months. Once a commitment is gained, the Contractor will forward a confirmation letter to document both the call and the commitment. The revised payment plan of no greater than six month's duration is then implemented. Default under this plan may cause the Contractor to recommend foreclosure. Professional Services Agreement — AmeriNat and the City of Lubbock 16 Forbearance Plans Formal forbearance plans are typically used for defaults of 90+ days. A forbearance plan of less than six months duration is executed by the borrower and immediately implemented by the Contractor, with notice immediately provided to the City. Formal modifications to promissory note terms and forbearance plans of greater than six months duration are forwarded to the City for pre - approval. Before the borrower executes the agreement, the City is requested to approve the plan. Once approved, the Contractor will implement the new payment schedule. Should a borrower default from the new payment schedule without cause, the Contractor will recommend foreclosure. Forbearance Evaluation Process: A hardship is defined as a situation or set of events or circumstances beyond the normal control of the borrower that prohibits the borrower from adhering to a planned repayment schedule. If a borrower states, either verbally or in writing, that a hardship situation exists, the Contractor will document the circumstances and provide the following: i. Letter from borrower requesting the City's consideration of hardship ii. Nature of the hardship iii. Expected duration of the hardship iv. Evidence to substantiate hardship iv. Forbearance Plan Proposal If the City approves the Forbearance Plan Proposal and executes the agreement with the borrower, the Contractor will resume loan servicing under the new payment plan. The file will be tickled for follow-up at the expiration of the temporary plan. The Contractor's objective is to formulate a plan to bring the loan current as soon as possible. However, in light of the City original purpose in making these loans (to assist the low/moderate income and disadvantaged citizens of its community), the Contractor may recommend forbearance plans that defer all or part of the regular repayments for a specified period of time. Loan Modification Analysis I. Preliminary Scregnin& When initial contact with the borrower indicates a short term forbearance agreement will not be enough to bring the account current, the Contractor will provide the borrower with a "Request for Loan Modification Package." 2. Initial Analysis: Upon receipt of the Modification Package, the Contractor will review the package to determine supporting materials are present and that the forms are complete. Support materials may include but are not limited to, paycheck stubs, W-2's, Federal Tax Returns, bank statements, mortgage statements, property tax bills and insurance policies. After the package is reviewed and found to be complete, an initial analysis will be completed. The initial analysis can be completed prior to incurring any applicable outside costs, such as ordering a credit report or property value report if required. 3. Final Modification Analysis and Recommendation: Once all information received has been verified, the final analysis will be developed using the City's modification program guidelines. This analysis will reflect information such as affordability (debt -to -income ratio), status of Ist mortgage, occupancy, and borrower's ability to pay, etc. Based on the aforementioned, the recommendation will convey whether it is reasonable to proceed with the modification and what Professional Services Agreement — AmeriNat and the City of Lubbock 17 type of modification will best suit the needs of the borrower and the City. The recommendation along with the supporting documentation will be sent to the City for approval. 4. Approval: Once a loan modification has been approved, either the City or the Contractor shall prepare and forward the required documents to the borrower for signature and recording if applicable. After the documents have been executed, originals will be retained by the City and copies will be sent to the Contractor. After receipt of executed modification documents, the Contractor will make the appropriate modifications to the loan, send the borrower new payment coupons, if applicable, and electronically notate the account. The copied modification documents will be electronically uploaded into the electronic paperless loan file for retention. Loan Foreclosure The mortgage transaction and all collections efforts are predicated on the assumption that the borrower is motivated and able to meet the mortgage obligation. A decision to foreclose is based on an analysis of an individual loan. We will look at the borrower with particular emphasis on basic motivation, ability to pay; and attitude or level of cooperation. If a borrower has been uncooperative, non -responsive, or unwilling to cure the existing default by all reasonable means, the Contractor will recommend foreclosure. This step is generally not taken until after a loan becomes over 120 days delinquent. Upon the City's approval, and in accordance with respective local, state and federal statutes, the Contractor will send the borrower a notice of intent to foreclose/demand letter, with a copy to the City. If no response is received within 30 days, the Contractor will advise the City of the non -response. Upon the City's direction, the Contractor will proceed to foreclosure. The Contractor will properly document all steps taken to affect a cure. If the loan is not reinstated or paid off, the Contractor will continue foreclosure up to and including the sale of the property. Upon sale of the property, the Contractor will return all proceeds of the sale to the City less foreclosure fees and any previously un-reimbursed costs incurred. In the event the borrower reinstates the loan, the Contractor will remit to the City all payments received from the borrower. For those loans that are reinstated by the borrower, the Contractor will resume normal servicing functions. Bankruptcy Administration Services 1. Chapter 13 Bankruptc. a. Upon receipt of notification from a court of law, debtor (borrower), or the City of a Chapter 13 bankruptcy for a debtor serviced by the Contractor, the Contractor will forward a notification letter to the City indicating intention to file a Notice of Claim as well as supporting bankruptcy documentation. Such Notice of Claim will indicate the total amount past due at time of Chapter 13 filing. The Contractor will then file a Proof of Claim to the appropriate court. Upon receipt of a returned filed Proof of Claim from the court, the Contractor will forward a copy of same to the City and will begin monitoring post and pre - petition payments to borrower's loan account. Professional SerNices Agreement — AmeriNat and the City of Lubbock Is Upon any default of borrower in the remittance of post -petition payments, the Contractor will contact the borrower's (debtor's) counsel to notify counsel of the default, instructing that any further default will result in the filing of a Motion to Lift the bankruptcy stay. If the borrower has no legal counsel and has filed their bankruptcy petition "pro se", (on their own behalf) or with the assistance of a licensed paralegal; the Contractor can communicate directly with the borrower. In addition, notification of the default will be forwarded to the Trustee's office. Should there be a continued default in post -petition payments and at the instruction of the City, the Motion to Lift will be filed by the Contractor and the Contractor will begin foreclosure proceedings as directed by the City. 2. Chapter 7 Bankruptc. a. Upon receipt of notification of a Chapter 7 bankruptcy for a debtor serviced by the Contractor, the Contractor will establish a file for the borrower and monitor payments. Additionally, a reaffirmation agreement will be generated and forwarded to the borrower's attorney (debtor's counsel) for signature, and to the appropriate court upon receipt of the executed document. This fully enforceable agreement, if executed, will retain the lien as secured and will keep the lien from being discharged as part of the Chapter 7 discharge. If the borrower has no legal counsel and has filed their bankruptcy petition "pro se", (on their own behalf) or with the assistance of a licensed paralegal; the Contractor can communicate directly with the borrower. b. Upon any default of borrower's remittance of payments during the bankruptcy, the Contractor will contact the borrower's (debtor's) counsel advising of the default, but if filed pro se, then the debtor would be contacted directly. c. Should the Chapter 7 Trustee determine that assets are available for distribution to creditors, the Contractor will file a Proof of Claim on behalf of the City, indicating total amount due. Subordination Processing 1. Subordination Request Package: The City, upon receiving a request for subordination, will refer the borrower to the Contractor. The Contractor will send a Subordination Request Package to the borrower or designee (lender or title). The City may require the borrower to pay the cost of the subordination processing at application or the City may pay the cost upon billing from the Contractor. 2. Review Process: The purpose of the subordination review process is to determine that the new senior loan on the borrower's property will be made in conformance with the City's subordination policy and that the City's title position and security for its note is properly treated. Also, a review of income of the borrower may be performed if there are ongoing restrictions on income levels for the program participant. Documentation typically required for the review may include the following: a. Letter from borrower with reasons for requesting subordination b. FNMA 1003 application, or other applicable application, for new senior loan c. Lender's approval of new senior loan d. Title report e. Appraisal f. Closing instructions and estimated closing statement Professional Services Agreement— AmeriNat and the City of Lubbock S 3 g. Credit report (if required) h. Tax return or other income documentation (if required) i. Completed Subordination Agreement ready for signature j. Request for Notice document on new senior loan(s) 3. Document Preparation: The Contractor prepares (or reviews documents prepared by new senior lender): a. Subordination Agreement b. Request for Notice document on new senior loan(s) c. Closing instructions 4. Recommendation: At the completion of the review, a report is forwarded to the City with a recommendation to either approve the request and to execute the Agreement, or to deny the request. The report will contain a recapitulation of pertinent information such as lowered monthly payment amounts, old and new LTV's, new and old senior debt loan amounts, etc. 5. Approval: Upon the City's approval of a request for subordination, the City will forward to borrower's lender or Title Company: a. Completed and executed Subordination Agreement between the City and borrower b. Closing instructions dictating terms / use of Subordination Agreement document c. Request for Notice document for new senior loan Professional Services Agreement — AmeriNat and the City of Lubbock 20 EXHIBIT B FEE SCHEDULE Mortstage Loan Servicing: Initial Loan Transfer Fee (transferred electronically): $27.50 per loan Flow Loan Set-up fee: $45.00 per loan Half of the total estimated loan set-up fees for the initial portfolio transfer are due upon contract signing and are non-refundable. Upon final invoicing for the remainder, set-up fees will be adjusted based on the actual number of loans boarded. The set-up fees will be charged for transferring/converting the initial loan portfolio as well as any loans thereafter that are boarded on our system. The set-up fees above are based on the City's performance of certain portfolio transfer activities, as established in the portfolio transfer timeline. Should additional boarding time, effort, and/or resources, be required to accomplish the portfolio transfer, the Extraordinary Services fee will apply, and the boarding date may be delayed. Monthly Service Fee for Amortized Loans: $17.30 per loan per month Escrowing and/or monitoring of taxes and insurance are included with the service at no additional cost, except for a one-time tax service vendor fee if acceptable transferable tax contracts are not already in place. Additional Monthly Service Fee for Amortized Loans over 90 days delinquent included in initial loan transfer: Monthly Service Fee for Deferred Loans: iv Warehouse: Warehouse and monitor of taxes and insurance: Warehouse and escrow of taxes or insurance: $25.00 per loan per month $2.20 per loan per month $2.80 per loan per month plus a one-time tax service vendor fee. $17.30 per loan per month plus a one-time tax service vendor fee. Flat fee for receiving occasional payments on deferred loans: $17.30 per payment Loss Mitigation: Included in monthly service fee. Professional Services Agreement — AmeriNot and the City of Lubbock d l Tax Service: If it is determined that Tax Service is needed, then a one-time fee of $65.00 per loan upfront at time of servicing commencement will be charged (may be assessable to borrower) for all loan amounts up to $500,000. For loan amounts over $500,000, there is an additional charge of $10 per $100,000. Future charges may vary based on outside vendor pricing. Please note: Any additional or supplemental charges that may be imposed by the respective taxing authority.for procurement of duplicate tax bills will be directly passed through to the City. Forbearance Plans: if requested by the City, the Contractor will charge a flat fee of $375.00 per loan per occurrence to institute a formal forbearance plan (usually in excess of 6 months in duration and with approval of the City). The City may require the borrower to pay this fee. Informal forbearances (usually less than 6 months in duration) to allow a delinquent borrower to catch up and bring their loan current are performed at no charge to the borrower or the City. Loan Modification Analysis: If requested by the City, the Contractor will charge the following fees for a Loan Modification Analysis: 1. Preliminary Screening and Initial Analysis to the City $165.00 Due within 30 days of Analysis to the City 2. Final Analysis and Recommendation, plus outside costs *. $160.00 Due within 30 days of completion of final recommendation 3. Loan Document Preparation, plus outside costs *. Varies Cancellation Fee: The fee due will be the sum of all fees for tasks (1-3 above) completed plus one-half of the fee for the task in process at the time of cancellation. *Outside costs include, but are not limited to, title, credit, and appraisal/valuation. These costs are passed through from outside vendors and are subject to marketplace increases. Loan Foreclosure: If requested by the City, the Contractor will charge the following fees for Loan Foreclosure services: Document Preparation: A one-time charge of $410.00 to prepare documents to commence foreclosure proceedings and to manage the foreclosure process on behalf of the City. In addition to the above foreclosure service fee, the Contractor will deduct and pay from remittance or bill the City for other costs incurred in the foreclosure process such as, but not limited to, conventional legal fees, sheriffs' deposits, bankruptcy closing costs, fees set by law, etc. These fees will be accurately quoted on a case -by -case basis upon request by the City and within all applicable statutory limits. 2. Reinstatement Terms: The City reimbursement for foreclosure services rendered, and its costs and other charges, will be made by the borrower upon reinstatement or full payment of any Deed of Trust or Mortgage under foreclosure. Bankruptcy Services: If requested by the City, the Contractor will charge the following fees for Bankruptcy services: 1. Filing of Proof of Claims Fee: $100.00 per occurrence Professional Services Agreement — AmeriNat and the City of Lubbock 22 2. Filing of Reaffirmation Agreements Fee: $75.00 for each occurrence 3. Monitoring and Repayments Fee: $12.00 per loan per month for the duration of an active Chapter 7/13 case for monitoring Chapter 7/13 plans and Discharges or Debtors (Chapter 13), and the receipt of post and pre -petition payments. 4. Filing of Lift Stays Fee: $175.00 per occurrence plus out-of-pocket fees and costs. Such fees and costs include, but are not limited to, obtaining local council in the bankruptcy jurisdiction and as approved by the City. The City will be responsible for the payment of any fees for filing suit or related outside costs due the Contractor that cannot be reimbursed from the borrower. Subordination Processing: A fee of $360.00 per analysis per loan. Per -Event Fees: Tickler Notifications: $12.50 per notification Loan Transfer Fee: $50.00 per loan one-time fee if transferred from the Contractor Property Conditions Profile: $50.00 per occurrence Affidavit of Owner: $13.00 per loan (entire portfolio done at one-time) with a $500 minimum fee Extraordinary Account Research and/or Loan Reconstruction: The Contractor will conduct ongoing routine maintenance and general customer service activities on borrower information and balances as part of its servicing duties at no additional cost. Should the City request additional research to be conducted, or if the City engages the Contractor to conduct a Loan Reconstruction Service on its portfolio, an extraordinary research fee of $125.00 per hour will be charged, with a minimum of one hour per occurrence. Any such fee will be approved by the City before the research is conducted. When research is conducted at the request of the City because of a discrepancy between the City's records and the Contractor's records relating to the principal balance or other loan information, and the result of the research determines that the discrepancy was the result of activity being posted at the City and not forwarded to the Contractor for updating of its records, the extraordinary research fee will be charged for the time spent on the research. In the event the City requests additional services to be performed by the Contractor not specifically set forth in the Scope of Services and the Contractor agrees to perform the requested additional service(s), the Contractor shall undertake such services(s) after receiving written authorization from City. Additional compensation for such service(s) shall be allowed as agreed upon in writing by both the City and the Contractor. Professional Services Agreement — AmeriNut and the City of Lubbock 23 EXHIBIT C SERVICING SUPPLEMENT 1) The initial loan portfolio being transferred to the Contractor, consisting of approximately 381 loans, 274 amortized loans and 107 deferred loans, will not include any loans that are in the process of being evaluated for a loan modification or in an active foreclosure action. 2) The City has acknowledged that the Contractor's servicing of loans containing promissory notes including both amortized and deferred financing terms, will entail segregation of said amounts through the set-up and respective servicing of a separate loan for each. The City understands and agrees that any servicing tasks and/or functions the Contractor is requested to perform that are not stated herein or specifically detailed in the contract's scope of services may be subject to an extraordinary services charge. Acknowledged by: Date: �114 Professional Services Agreement— AmeriNat and the City of Lubbock 24 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 0f 1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2016-106668 AmeriNat Albert Lea, MN United States Date Filed: 08/31/2016 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. Community Development Department Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 12774 Loan Servicing 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. STEPHANIE LYN SCHNEIDER NOTARY PUBLIC-MINNESOTA Illy Comm. Exp. Jan. 31, 2016 Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE -1- Sworn to and subscribed before me, by the said I"t (-,3 vie 1 kc1 yS c,'' this the �'; day of no 2 cf , 20_ 16 to certify which, witness my hand and seal of office. , t,-- ZSlz 240-vl,( I �Lhrle, er WOU AM 2L— Si azure of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos, 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-106668 Date Filed: 08/31/2016 Date Acknowledged: 09/07/2016 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. AmeriNat Albert Lea, MN United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. Community Development Department 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 12774 Loan Servicing 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said this the day of 20 , to certify which, witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version v1.02, ,