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HomeMy WebLinkAbout31- Economic Development CITY OF SAN BERNARDINO ORIGINAL ECONOMIC DEVELOPMENT AGENCY FROM: Emil A.Marzullo SUBJECT: AmeriNational Community Services, Inc. - Interim Executive Director Professional Services Agreement — Loan Servicing for defined portions of the Agency's Federally Funded Neighborhood DATE: August 25,2010 Stabilization Program ("NSP") Synopsis of Previous Commission/Council/Committee Actionts): On August 19, 2010, Redevelopment Committee Members Johnson, Marquez and Brinker unanimously voted to recommend that the Community Development Commission consider this action for approval. -------------------- -------- Recommended Motion(s): (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing the Interim Executive Director of the Redevelopment Agency of the City of San Bernardino("Agency")to execute a Professional Services Agreement by and between the Agency and AmeriNatiomd Community Services,Inc. for loan servicing of defined portions of the Neighborhood Stabilization Program ("NSP") and other Agency housing Programs Contact Person(s): Carey K.Jenkins Phone: (909)663-1044 Project Area(s): All Ward(s): All Supporting Data Attached: Z Staff Report Rl Resc lution(s)®Agreement(s)/Contract(s)O Map(s) 0 Letter(s) FUNDING REQUIREMENTS: Amount: $ 30,000 Source: Housing Set-Aside Fund Budget Authority: Fiscal Year 2010-2011 Budget Signature: Fiscal Review: Emil A. &Executive Director Lori no-Tillery,Interim�ffm ial Officer Commission/Council Notes: S3O eDC j� 1 Pugco s%Commo Co=rn snn\CDC 201M-2aw aomrv9 1-nor eosi smokes Ag�� Same COMMISSION MEETING AGENDA Meeting Date: 09/20/2010 a —MD j Agenda Item Number. 1 ECONOMIC DEVELOPMENT AGENCY STAFF REPORT AMERINATIONAL COMMUNITY SERVICES,INC. -PROFESSIONAL SERVICES AGREEMENT—LOAN SERVICING FOR DEFINED PORTIONS OF THE AGENCY'S FEDERALLY FUNDED NEIGHBORHOOD STABILIZATION PROGRAM ("NSP") BACKGROUND: As a means to ensure proper administration of the Redevelopment Agency of the City of San Bernardino's ("Agency") loan portfolio and covenant agreements, on September 1, 2009, a request for proposals ("RFP") was released to five qualified professional services firms in support of key program and compliance monitoring functions under the Agency's Neighborhood Stabilization Program ("NSP") and other Agency financed housing projects utilizing the Agency's Housing Set-aside Funds and HOME Funds. Candidates were identified through the Agency's list of firms that have recently provided compliance monitoring services on past projects, as well as through industry referrals. On September 18, 2009, two responses were received and reviewed by Agency Staff. Through this process, AmeriNational Community Services, Inc. ("Consultant"), was the firm recommended for loan servicing and loan compliance monitoring. The decision was based on the Consultant's demonstrated history of effectively providing these services, their competitive cost proposal, and their understanding of the loan servicing requirements associated with NSP and the various funding sources used in the Agency's current Integrated Housing Strategy. CURRENT ISSUE: In connection with performing key program and compliance monitoring functions in support of the NSP and other Agency financed housing projects and programs, the following companies have provided the Agency with a proposal and fee schedule to perform loan servicing activities: 1. Rosenow Spevacek Group, Inc. ("RSG"), Santa Ana, CA 2. AmeriNational Community Services, Inc., Downey, CA Three other firms that received an RFP; U.S. Communities, Novogradac, and Mercy Housing California, opted not to respond to the Agency's solicitation for these services. After conducting a thorough review and analysis of the proposals received, Agency Staff identified the Consultant as the most qualified candidate to perform the necessary duties and provide the oversight services to ensure proper administration of an initial selection of Agency affordable housing loans. It was further determined that upon review of the RSG proposal that their skills set would best be linked to the administration of the Agency's portfolio of affordable housing covenants. RSG is presently overseeing the Agency's housing covenants as their contract was approved by the Community Development Commission of the City of San Bernardino ("Commission") on January 4, 2010. P:Wgmdas CommO CommmmmCDC 2010\09-2A10 Amed Wimml.Pmfm W Smvica Agrmmrnr SR.dm COMMISSION MEETING AGENDA Meeting Date: 09/20/2010 Agenda Item Number: Economic Development Agency Staff Report AmeriNational—Professional Services Agreement Page 2 The Consultant has been providing on-going loan servicing administration for local jurisdictions on a national basis for over 30 years. Based in Downey, California, the Consultant will be led by Michael Torres,the organization's President and Chief Operating Officer for this engagement. The term of the Loan Servicing contract resulting from this RFP shall commence upon the Agency's execution of the Agreement and shall continue one year from the date of execution with an option of two additional one year extensions for a total of three years. It is anticipated the term of the Agreement is to commence immediately upon its execution by both parties. ENVIRONMENTAL IMPACT: This item does not meet the definition of a "project" under Section 15378 of the California Environmental Quality Act("CEQA"). FISCAL IMPACT: The annual cost for the proposed loan servicing is not to exceed a total amount of$30,000 and will be paid from the Agency's Housing Set-Aside Fund,budget for fiscal year 2010-2011. Account Budgeted Amount: $ 30.000 Balance as o£ She tember 1. 2010 Balance after approval of this item: 30,000 RECOMMENDATION: That the Community Development Commission adopt the attached Resolution. e,I �kw , � Emil A. Marzullo, interim Executive Director P.wg�Tc o Co=mmT� 2010\W-2a10 Smi sAgrtc MR COMMISSION MEETING AGENDA Meeting Date: 09/20/2010 Agenda Item Number: 1 1 RESOLUTION NO. COPY 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING 3 THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO 4 EXECUTE A PROFESSIONAL SERVICES AGREEMENT BY AND 5 BETWEEN THE AGENCY AND AMERINATIONAL COMMUNITY SERVICES, INC. FOR LOAN SERVICING OF DEFINED PORTIONS OF 6 THE NEIGHBORHOOD STABILIZATION PROGRAM ("NSP") AND OTHER AGENCY HOUSING PROGRAMS 7 8 WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency")has 9 identified a need to seek assistance in the loan servicing of the Agency's existing low and moderate 10 income housing units and in addition, assistance in the servicing of new loans as they are 11 established and placed into service; and 12 WHEREAS, it is the intention of the Agency to contract loan servicing activities for the 13 Neighborhood Stabilization Program ("NSP") and other Agency financed housing Programs to a 14 professional services organization specializing in redevelopment, affordable housing, financial 15 management consulting and compliance monitoring services to an organization having experience 16 working with local redevelopment agencies and their various funding sources including Low and 17 Moderate Income Housing Set-aside Funds, HOME Funds and NSP Funds; and 18 WHEREAS, AmeriNational Community Services, Inc. (the "Consultant"), has numerous 19 years of experience and expertise in all areas of loan servicing and related compliance monitoring 20 services in accordance with Title III of the Housing and Economic Recovery Act of 2008 21 ("HERA"), HCD housing and compliance reports, including AB 987 requirements and guidelines 22 set forth by the United States Department of Housing and Urban Development ("HUD") and the 23 State of California Health and Safety Code, Division 24 — Housing and Community Development; 24 and 25 WHEREAS, the Agency seeks to engage the services of the Consultant to carryout loan 26 servicing for defined portions of its federally funded NSP activities in addition to other Agency 27 financed housing projects utilizing the Agency's Housing Set-Aside Funds and HOME Funds. 28 1 V 11nnnAStlRRnlminndRnmLni.niJ010\MJO.IO AmMtin,innnl.Rnlvri 1%miov All em rWR—.Aixr 1 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 2 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 3 FOLLOWS: 4 Section 1. The Community Development Commission of the City of San Bernardino 5 ,("Commission') hereby approves the professional services agreement ("Agreement') by and 6 between the Agency and the Consultant as attached hereto as "Attachment I" and by this reference 7 made a part hereof. The Commission further hereby authorizes the Interim Executive Director of 8 the Agency to execute the Agreement on behalf of the Agency together with such technical and 9 conforming changes as may be recommended by the Interim Executive Director of the Agency and 10 approved by Agency Counsel. 11 Section 2. This Resolution shall take effect from and after its date of adoption by this 12 Commission. 13 © 14 15 16 17 18 19 20 21 22 23 24 25 26 O27 28 2 P\AUmixx\RnnlutNno\ROnlmionsV^010\49-?0.10 AmwNadmal-Pmf sio lSmcm A=mm CNCR o.d x 1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING 2 THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO 3 EXECUTE A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE AGENCY AND AMERINATIONAL COMMUNITY 4 SERVICES, INC., FOR LOAN SERVICING OF DEFINED PORTIONS OF 5 THE NEIGHBORHOOD STABILIZATION PROGRAM ("NSP") AND OTHER AGENCY HOUSING PROGRAMS 6 7 1 HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 8 Development Commission of the City of San Bernardino at a meeting 9 thereof,held on the day of 2010,by the following vote to wit: 10 Commission Members: Ayes Nays Abstain Absent 11 MARQUEZ 12 DES JARDINS BRINKER 13 SHORETT 14 KELLEY 15 JOHNSON 16 MC CAMMACK 17 18 Secretary 19 20 The foregoing Resolution is hereby approved this day of 12010. 21 22 Patrick J. Morris, Chairperson 23 Community Development Commission 24 of the City of San Bernardino 25 Approved as to Form: 26 © 27 By. Agency Cosel 28 3 PM.; ,\RCm1m6om\RwMiom'AIOb9-010 AmmNmioml-Pmtmsloml Smim Agm=M CM Rmo.&a REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AGREEMENT FOR PROFESSIONAL SERVICES AMERINATIONAL COMMUNITY SERVICES,INC. This Agreement for Professional Services (the "Agreement') is made and entered into as of September 20, 2010, by and between the Redevelopment Agency of the City of San Bernardino ("Agency"), a public body, corporate and politic, and AmeriNational Community Services, Inc., ("Consultant'). NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS AND MUTUAL PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS: I. SUPERVISION OF CONSULTANT. The Agency Staff designated in Exhibit "A" shall be responsible for the direction of any work to be performed by the Consultant and any other consultants or sub-consultants to the Agency under this Agreement. The Consultant shall not undertake any work under the terms of this Agreement, unless instructed to do so by one of the designated staff members. No other staff member is authorized by the Agency to request services from the Consultant unless Agency staff designated in Exhibit "A" provides written authorization for such change. 2. TERM OF AGREEMENT. The term of this Agreement shall commence on the date first appearing in this Agreement and will continue for one (1) year thereafter with an option to extend two (2) additional one (I)-year terms for a total of three (3) years. The Agency reserves the right through the actions of the Interim Executive Director of the Agency to terminate this Agreement at anytime either with or without cause and at the sole convenience of the Agency upon delivery of notice of termination to the Consultant,provided,however, that upon the effective date of any such termination, the Agency shall be responsible to pay and/or reimburse the Consultant for all services, materials and supplies as may have been furnished to the Agency in accordance with the Scope of Consultant Services as referenced in Section 3. 3. SCOPE OF CONSULTANT SERVICES. The Agency hereby retains the Consultant to provide the professional consulting services set forth in the Scope of Services attached hereto as Exhibit "B" and incorporated herein by this reference. The Consultant hereby agrees to perform the work set forth in the Scope of Services, in accordance with the terms of this Agreement. The Consultant shall perform the services as set forth on said Scope of Services within the time periods to be identified by the appropriate Agency representative. 4. PAYMENT BY AGENCY FOR WORK PERFORMED BY CONSULTANT. A. The Agency shall compensate the Consultant in an aggregate amount not to exceed Thirty Thousand Dollars ($30,000.00) for completion of the services described in the Scope of Services and Fee Schedule set forth in Exhibit`B." I P:Ugcn&sftrnaAllahmrnsftoda AUacMMtMgMs-Amrnd 301OW-1WO A.e Nali.d-Pm!skmMS .aAg,..t.daa 1 B. The compensation designated in subsection 4.A. shall be the Total Fee for the performance of the work and the delivery of the final work product materials, as set forth in the Scope of Services. The Total Fee shall include, but not be limited to, the salaries of all subcontractors retained by the Consultant and all employees of the Consultant to perform work pursuant to this Agreement and shall be inclusive of all costs and expenses incurred for mileage, travel, graphics, telephone,printing, fax transmission,postage, copies and such other expenses related to completion of the work set forth in the Scope of Services. C. The Consultant shall invoice the Agency for work performed by the Consultant under this Agreement each calendar month during the term of this Agreement. D. The Consultant shall submit electronic and hardcopy invoices under this Agreement to: Redevelopment Agency of the City of San Bernardino Attention: Carey K. Jenkins, Director of Housing and Community Development 201 North"E" Street, Suite 301 San Bernardino, California 92401 E. Each invoice of the Consultant shall set forth the time and expenses of the Consultant incurred in performance of the Scope of Services, during the period of time for which the invoice is issued. Each invoice of the Consultant shall clearly set forth the names of the individual personnel of the Consultant and any individual sub-consultants utilized by the Consultant, during the time period covered by the invoice, a description of the professional services rendered on a daily basis by each named individual during such time period, the respective hourly rates of each named individual and the actual time expended by each named individual. Each invoice of the Consultant shall be accompanied by copies of all third party invoices for other direct costs incurred and paid by the Consultant during such time period. The Agency shall pay all amounts set forth on the invoices of the Consultant and approved by the authorized Agency Staff personnel who requested the services, within thirty(30) days after such approval. 5. RECORDS RETENTION. Records, maps, field notes and supporting documents and all other records pertaining to the use of funds paid to the Consultant hereunder shall be retained by the Consultant and shall be available to the Agency for examination and for purposes of performing an audit for a period of five (5) years from the date of expiration or termination of this Agreement or for a longer period, as required by law. Such records shall be available to the Agency and to appropriate county, state or federal agencies and officials for inspection during the regular business hours of the Consultant. If the Consultant does not maintain regular business hours, then such records shall be available for inspection between the hours of 9 a.m. and 5 p.m. Monday through Friday, excluding federal and state government holidays. In the event of litigation or an audit relating to this Agreement or funds paid to the Consultant by the Agency under this Agreement, such records shall be retained by the Consultant until all such litigation or audit has been resolved. Additionally, the Consultant shall maintain files in an electronic format for each loan to be serviced. Such electronic files shall be accessible to the Agency on a regular basis and updated, as needed,by the Consultant. 6. INDEMNIFICATION. The Consultant shall defend, indemnify and hold harmless the Agency, its officers, employees, representatives, and agents from and against any and all actions, suits, 2 P:VagendaskAgenda Allachmenls%Agenda Allachmmis\Agr s-AmeM 30100.2U 10 Am Na oal-&o smnal Swifts Aymememdmx r proceedings, claims, demands, losses, costs and expenses, including legal costs and attorneys fees, for injury or damage of any type claimed as a result of the negligent acts or omissions of the Consultant, its officers, employees, subcontractors and agents, to the extent arising from or related to negligent performance by the Consultant of the work required under this Agreement. 7. INSURANCE. The Consultant shall maintain insurance, as set forth in Exhibit "C" to this Agreement, throughout the term of this Agreement. The Consultant shall remain liable to the Agency pursuant to Section 6 above to the extent the Consultant is not covered by applicable insurance for all losses and damages incurred by the Agency that are caused directly or indirectly through the actions or inactions, willful misconduct or negligence of the Consultant in the performance of the duties incurred by the Consultant pursuant to this Agreement. 8. OWNERSHIP AND REUSE OF DOCUMENTS AND OTHER MATERIALS AND INFORMATION. All maps, photographs, data, information, reports, drawings, specifications, computations, notes, renderings, designs, inventions, photographs, modifications, adoptions, utilizations, correspondence or other documents generated by or on behalf of the Consultant for performance of the work (collectively, the "Work Products") set forth in the Scope of Services shall upon payment for those services embodying the particular element of the Work Products, become the sole property of the Agency, and the Work Products shall thereafter be delivered to the Agency upon written request from the Agency to the Consultant. The Consultant shall not make use of any maps, photographs, data, information, reports, drawings, specifications, computations, notes, renderings, designs, inventions, photographs, modifications, adoptions, utilizations, correspondence or other documents and other materials whether for marketing purposes or for use with other clients when such have become the property of the Agency without the prior express written consent of the Agency except to the extent that such maps, photographs, data, information, reports, drawings, specifications, computations, notes, renderings, designs, inventions, photographs, modifications, adoptions, utilizations, correspondence or other documents are readily available to the general public as public records pursuant to State law; provided, however, that the Consultant may retain copies of any such items for their business records. The Consultant shall execute, acknowledge and perform any and all acts which shall reasonably be required in order for the Agency to establish unequivocal ownership of the maps, photographs, data, information, reports, drawings, specifications, computations, notes, renderings, designs, inventions, photographs, modifications, adoptions, utilizations, correspondence or other documents and record, register and procure an issuance in or to the Agency's rights, title and/or interest. Any reuse without written verification or adaptation by the Consultant for the specific purpose intended, will be at the Agency's sole risk and without liability or legal exposure to the Consultant. 9. PRESS RELEASES. Press or news releases, including photographs or public announcements, or confirmation of the same related to the work to be performed by the Consultant under this Agreement shall only be made by the Consultant with the prior written consent of the Agency. 10. CONFIDENTIALITY OF MATERIALS AND INFORMATION. The Consultant shall keep confidential all reports, survey notes and observations, information, and data acquired or generated A in performance of the work set forth in the Scope of Services, which the Agency designates (v confidential. None of such designated confidential materials or information may be made available to any person or entity,public or private, without the prior written consent of the Agency. 3 P:\A9mdH1A9CWa Allachm<m[Agmda Attnhmms Agmms-Ammd 2010,0-20-IOAm Nelioml-Profsmml 5m'ires Agrttm Ama - 11. DEFAULT AND REMEDIES. A. Failure or delay by any party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided, however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within seven (7) calendar days after receipt of written notice specifying such default and shall diligently complete such cure, correction or remedy, such party shall not be deemed to be in default hereunder. B. The party which may claim that a default has occurred shall give written notice of default to the party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided,however, the injured party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein. C. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties under this Agreement are cumulative and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. D. In the event that a default of any party to this Agreement may remain uncured for more than seven (7) calendar days following written notice, as provided above, a "breach" shall be deemed to have occurred. In the event of a breach, the injured party shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings. 12. TERMINATION. A. This Agreement may be terminated by either party for any reason by giving the other party thirty (30) calendar days' prior written notice. The Agency shall pay the Consultant for all work authorized by the Agency and completed,prior to the effective termination date. B. In the event of a termination of this Agreement under this Section 12, the Consultant shall provide all documents, notes, maps, reports, data or other work product developed in performance of the Scope of Services of this Agreement to the Agency, within ten (10) calendar days after such termination and without additional charge to the Agency. 13. NOTICE. All notices given hereunder shall be in writing. Notices shall be presented in person or by certified or registered United States mail, return receipt requested, postage prepaid or by overnight delivery by a nationally recognized delivery service to the addresses set forth below. Notice presented by United States mail shall be deemed effective on the third business day following the deposit of such Notice with the United States Postal Service. This Section 13 shall not prevent the parties hereto from giving notice by personal service or telephonically verified fax transmission, which shall be deemed effective upon actual receipt of such personal service or telephonic verification. Either party may change their address for receipt of written notice by notifying the other party in writing of a new address for delivering notice to such party. 4 P]AgcWms gm a AIIachmmis Agent Atlachmrnls\Agtm A=e 2010\09-20.10AMwNaflml-Pmfmsronal 5mim[A,=—n .4ocx CONSULTANT: AmeriNational Community Services, Inc. Attention: Michael Torres 8121 E. Florence Avenue Downey, California 90240 Phone: (562) 927-6686 ext. 1225 Fax: (562) 927-2362 AGENCY: Redevelopment Agency of the City of San Bernardino Attention: Emil A. Marzullo, Interim Executive Director 201 North"E"Street, Suite 301 San Bernardino, California 92401 Phone: (909)663-1044 Fax: (909) 888-9413 With Copies To: Redevelopment Agency of the City of San Bernardino Attention: Carey K. Jenkins, Director of Housing and Community Development 201 North"E" Street, Suite 301 San Bernardino,California 92401 Phone: (909) 663-1044 Fax: (909) 888-9413 14. COMPLIANCE WITH LAW. The Consultant shall comply with all local, state and federal laws, including, but not limited to, environmental acts, rules and regulations applicable to the work to be performed by the Consultant under this Agreement. The Consultant shall maintain all necessary licenses, including a City of San Bernardino Business License, and registrations for the lawful performance of the work required of the Consultant under this Agreement. 15.NON-DISCRIMINATION. The Consultant shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in the performance of the Scope of Services of this Agreement. Without limitation, the Consultant hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status of national origin. Further, the Consultant shall promote affirmative action in its hiring practices and employee policies for minorities and other designated classes in accordance with federal, state and local laws. Such action shall include, but not be limited to, the following: recruitment and recruitment advertising, employment, upgrading and promotion. In addition, the Consultant shall not exclude from participation under this Agreement any employee or applicant for employment on the basis of age, handicap or religion in compliance with State and Federal laws. 16. CONSULTANT AND EACH SUBCONTRACTOR ARE INDEPENDENT CONTRACTORS. The Consultant shall at all times during the performance of any work described in the Scope of Services be deemed to be an independent contractor. Neither the Consultant nor any of its subcontractors shall at any time or in any manner represent that it or any of its employees are employees of the Agency or any member agency of the Agency. The Agency shall not be requested or ordered to assume any liability or expense for the direct payment of any salary, wage or benefit to any person employed by the Consultant or its subcontractors to perform any item of 5 PEA&e s�AFen&AnuhmemsUgem"Attechmems%AFttmaAmmd101049.2610Am Nmiont-Pmfmsio $l dtts A,,.m.t.dn O work described in the Scope of Services. The Consultant is entirely responsible for the immediate payment of all subcontractor liens. 17. SEVERABILITY. Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is declared invalid or unenforceable, shall not be affected thereby, and each tern and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. i 18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties. This Agreement supersedes all prior negotiation, discussions and agreements between the parties concerning the subject matters covered herein. The parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and exclusive statement of such terms. 19. AMENDMENT OR MODIFICATION. This Agreement may only be modified or amended by written instrument duly approved and executed by each of the parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the parties hereto, following all necessary approvals and authorizations for such execution. 20. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. Any legal action arising from or related to this Agreement shall be brought in the Superior Court of the State of California in and for the County of San Bernardino. 21. NON-WAIVER. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. 22. ASSIGNMENT. This Agreement may not be assigned by the Consultant without the prior written consent of the Agency. 23. REPRESENTATIONS OF PERSONS EXECUTING AGREEMENT. The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the parties each purports to represent. 24. EXECUTION IN COUNTERPARTS. This Agreement may be executed in one (1) or more counterparts, each of which will constitute an original. 25. EFFECTIVENESS OF AGREEMENT AS TO THE AGENCY. This Agreement shall not be binding on the Agency until signed by an authorized representative of the Consultant, approved by the Agency and executed by the Interim Executive Director or his designee. 26. CONFLICTS OF INTEREST. The Consultant hereby represents that it has no interests adverse to the Agency or the City at the time of execution of this Agreement. The Consultant hereby agrees that, during the term of this Agreement, the Consultant shall not enter into any agreement or acquire any interests detrimental or adverse to the Agency or the City. Additionally, the 6 PMprn&s\Agt da AllshmmisUgmda Allachmmt5%Ag s-Amcnd2010'A-20.ID Am Nmional.Pmfmsu mi Smviccs AF�mcm.docx Consultant hereby represents and warrants to the Agency that the Consultant and any partnerships, individual persons or any other party or parties comprising the Consultant, together with each subcontractor who may hereafter be designated to perform services pursuant to this Agreement, do not have and, during the term of this Agreement, shall not acquire any property ownership interest, business interests, professional employment relationships, contractual relationships of any nature or any other financial arrangements relating to the Agency, property over which the Agency has jurisdiction or any members or staff of the Agency that have not been previously disclosed in writing to the Agency, and that any such property ownership interests, business interests, professional employment relationships, contractual relationships of any nature or any other financial arrangements will not adversely affect the ability of the Consultant to perform the services to the Agency as set forth in this Agreement. 27.NON-EXCLUSIVITY. This Agreement shall not create an exclusive relationship between the Agency and the Consultant for the services set forth in Exhibit `B" or any similar or related services. The Agency may, during the term of this Agreement, contract with other consultants for the performance of the same, similar or related services as those that may be performed by the Consultant under this Agreement. The Agency reserves the discretion and the right to determine the amount of services to be performed by the Consultant for the Agency under this Agreement, including not requesting any services at all. This Agreement only sets forth the terms upon which any such services will be provided to the Agency by the Consultant, if such services are requested by the Agency, as set forth in this Agreement. 28. CONSEQUENTIAL DAMAGES AND LIMITATION OF LIABILITY. The Agency and the Consultant agree that except as otherwise provided in this Section 28, in no event will either be liable to the other under this Agreement for any damages including, but not limited to, special damages, loss of revenue, loss of profit, operating costs or business interruption losses, regardless of cause, including breach of contract, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 28 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Consultant and the Agency, their employees or sub- consultants. 7 P'Apm&sAgen0a MachmcnWAge &AIIB ehmmn\Agssms.AmcM?010%O-2610Am Nnioml-Pmfnsional Snvices A,r menldn In Witness Whereof, the parties hereto have caused this Agreement to be executed as of the date indicated next to the authorized signatures of the officers of each of them as appear below. AGENCY Redevelopment Agency of the City of San Bernardino a public body, corporate and politic Dated: By: Emil A. Marzullo, Interim Executive Director Approved as to Form and Legal Content: By: Timothy J. Sabo, gency Counsel , © CONSULTANT AmeriNational Community Services, Inc. Dated: By: Name: Adrienne Thorson Title: CEO/CFO Dated: By: Name: Michael Torres Title: President and COO 8 PBAgen"s�Agnda Anachmemsftna All0chlnmis%Age s.Am 3010'%43010 AmmNmmal-Pm!mml Sm'icm A4^< M.docx EXHIBIT"A" SUPERVISORY STAFF PERSONNEL Agency Staff: Emil A. Marzullo, Interim Executive Director Carey K. Jenkins,Director of Housing and Community Development 9 P IAyrnd.'A, &Atlnh .m `Aymtln A0¢Em.m'A,n.,-A.tM:010M-MI0 Am HN.md-Pm( .)Smi—A,—..dm, EXHIBIT"B" SCOPE OF SERVICES AND FEE SCHEDULE SCOPE OF SERVICES AmeriNational ("Consultant") understands the Agency's needs for compliance monitoring functions for defined portions of its Neighborhood Stabilization Program and other Agency financed housing projects utilizing Redevelopment Housing Set-aside Funds and HOME Funds. Consultant shall provide Agency with services consistent with established local and state law and guidelines and HUD requirements. Compliance Monitoring: Consultant shall, on an as needed basis as determined by the Agency, perform the following Compliance Monitoring functions: • Determine the status of project compliance with resident income limits based on the review of paystubs and W-2's and occupancy summary reports, pursuant to the program/regulatory agreement requirements, which may require site visits. • Review owner income determinations to establish that the restricted units have been owned and are occupied by eligible households, pursuant to the program/regulatory agreement .. requirements. This may include reviewing primary source income documentation, for example IRS tax returns,bank statements, etc. • Gather documents, maintain project information electronically and transmit information to the Agency in the form and format required by the Agency for each monitored project on a regular basis. '. Report findings of compliance and non-compliance to project owners and Agency. 1 • Research property ownership when ownership changes. Loan Servicing for Amortized Loans 1. Introductory Package: Upon boarding of each new loan, Consultant 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. The letters can be offered in Spanish and English, which, along with our bilingual staff, can better assist those customers who communicate more proficiently in Spanish. l 2. Collection and Remittance of Payments: Consultant will collect payments from the j 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 Agency's written instructions. Payments will be posted the same day as receipt. All funds will be maintained P:A,e.dn\A,e.d.AU.h.e. ,p Me Mnhm.,,A,.s.A.W2010M-23 I0Am Nnione Prof siomlSmitts AF emenOdo �— in an FDIC insured banking institution in a custodial account for the benefit of the Agency and the borrowers as applicable. Consultant will ensure the proper balancing of cash received and transmitted and loan portfolio totals on a daily and monthly basis. 3. Payment of Property Taxes: At the Agency's request, Consultant will monitor the timely payment of property taxes. Tax service will be required to monitor payment of property tax. 4. Written Delinquent Notification: Consultant will notify the borrower in writing of delinquent payments at intervals of 30, 60 and 90 days past the payment due date. Upon issuing the ninety-day notice, Consultant will provide foreclosure or forbearance service, if requested by the Agency(see Loss Mitigation section). 5. Insurance Monitoring: Consultant will notify the insurance agent in writing that Consultant is monitoring premium payments and that we are to be made aware of delinquencies or cancellations. Consultant will force place insurance at the request of the Agency (see Insurance section). 6. Escrow/Impound Account: If the Agency chooses, Consultant 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. Consultant 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. If the Agency chooses to establish an escrow/impound account for any borrower, Consultant will also establish a Agency 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 Agency's monthly remittance; a net shortage/negative will be deducted and a net overage/positive will be remitted. At portfolio transfer Consultant will require a cash deposit of the total amount of positive escrow balances. Negative escrow balances will be set up,but the total amount of negative escrow balances will not be netted out of the positive cash escrow balances. 7. Late Fees: In keeping with the provisions of the Agency's promissory note, Consultant will assess and retain a late fee when payment is not made within the grace period. Loan Servicing for Deferred Loans I. Introductory Package: Upon boarding of each new loan, Consultant will send to each borrower a welcome package. This welcome package contains a Notice of Servicing Transfer, Fair Debt Notice and a FACT Act Letter. The letters can be offered in Spanish and English, which, along with our bilingual staff, can better assist those customers who communicate more proficiently in Spanish. 11 P'.UVn"sUVtda Allachmmt\Agmda Aoacb lsN,Mts-AMCW 3010%M.2"D Am Mmal-Fa!siMI SM wi Agrte .MCs 2. Collection and Remittance of Payments: Consultant will collect payments from the 1" 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 Agency'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 Agency and the borrowers as applicable. Consultant will ensure the proper balancing of cash received and transmitted and loan portfolio totals on a daily and monthly basis. 3. Payment of Property Taxes: Upon the Agency's request, Consultant will monitor the timely payment of property taxes. Tax service will be required to monitor the payment of property tax. 4. Written Delinquent Notification: Consultant will notify the borrower in writing of delinquent payment at intervals of 30, 60 and 90 days past the date the loan is finally due. Upon issuing the ninety-day notice, Consultant will provide foreclosure or forbearance service, if requested by the Agency(see Loss Mitigation section). 5. Insurance Monitoring: Consultant will notify the insurance agent in writing that Consultant is monitoring premium payments and that we are to be made aware of delinquencies or cancellations. Consultant will force place insurance at the request of the Agency (see Insurance section). 6. Escrow/Impound Account: If the Agency chooses, Consultant 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. Consultant 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. If the Agency chooses to establish an escrow/impound account for any borrower, Consultant 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 Agency's monthly remittance; a net shortage/negative will be deducted and a net overage/positive will be remitted. At portfolio transfer Consultant will require a cash deposit of the total amount of positive escrow balances.Negative escrow balances will be set up,but the total amount of negative escrow balances will not be netted out of the positive cash escrow balances. Residual Receipt Loan Servicing Upon receipt of the Borrower's annual financial statement, provided by the Agency, Consultant will perform the following tasks: 12 P.*enda,Ap, da Alan cros%Agenda AtichMWS¢ tmmtaAmcnd 2010\09-20.10 AmmiNelinvl.Pmf iwl Suvees Agmmcn.&n 1. Review financial statements for reasonableness. 2. Review Promissory Note and/or Loan Agreement to determine method in which calculation of residual receipt is to be done. 3. Calculate if the borrower has the present capacity to repay the Agency loan and if so, the payment amount. 4. Prepare and forward a Residual Receipt Analysis Report to the Agency,recommending: a. Continued deferral, or b. Amount of residual receipt payment required 5. If deferral is approved by the Agency,no further work is required. 6. If residual amount is approved by the Agency, Consultant will notify the borrower by issuing a billing statement of the payment amount required. 7. Consultant will perform necessary follow-up for payment of all residual receipt invoices billed, including collection activity. 8. Consultant will provide Agency with a Delinquent Aging Report on a monthly basis. 9. Residual receipt payments received will be applied to the Borrower's loan in accordance with the terms of the Promissory Note and/or Loan Agreement. Forced-Placed Insurance Consultant will force place insurance at the request of the Agency. Upon notification of a policy cancellation from the borrower's insurance carrier, or when proof of a current policy is not received, Consultant will request forced-placed insurance from Consultant's insurance provider. 1. Coverage is instantly bound upon receipt of request with an effective date up to 30 days prior to receipt of our request. 2. Consultant's insurance provider or their carrier will send out three letters to the borrower over the course of five weeks. If the borrower provides proof of coverage, force-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, Consultant's insurance provider will send an insurance policy and notification of premium to the borrower and bill Consultant for a one-year policy. Even if the borrower does not have an established impound account, Consultant will disburse the premium and charge it to the borrower's account. 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 13 P.A,endm\Apcoda AnaclnimisA,eii A1tacM1menls\AE 1s-Amcnd2 010,M20-10 AmmNatmml-Pmfessinnel Sm ices Agmemenl.dncx month's reconciliation of the Agency Escrow Deficit Account. If the aggregate portfolio remittance for said month is insufficient to cover the deficit amount, the Agency 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 Agency, 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 Consultant or the Agency. Account Inquiries Borrowers and the Agency have 24-hour electronic access to their loan information via Consultant's Website at www.Consultant.net. 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, Consultant will provide, without charge, a detailed statement of all transactions relating to the borrower's payments and/or escrow account. Non-sufficient Funds (NSF) Checks In the event that a check is returned unpaid due to non-sufficient funds, a returned check fee will be assessed by the Consultant. Such a fee shall not exceed the maximum allowed under California law. 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 Manaeement Services I. Loan Payoff Quotations, Satisfactions, Recwnvevances: Consultant will provide Loan Payoff Quotations and will perform Satisfactions and Reconveyances of Mortgage at the borrower's expense for any loan at the Agency's request. 2. Loan Amortization Schedules: Consultant will provide Loan Amortization Schedules for any loan at the Agency's request. 3. 1098 Tax Forms: Pursuant to IRS regulations and, on behalf of the Agency, Consultant will submit required 1098 tax form for any and all borrowers paying interest on any Agency loan. 4. Year-End Account Summary: Consultant 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 Consultant made on the borrower's behalf for taxes and insurance, and any remaining escrow balance. I 5. Tickler Notifications: Consultant will provide for an annual tickler notification to any borrower, at the Agency's request. 14 P ASendaaA9cnda AllacMerns Agenda Al1achmenta\Axmla-Amend 2010`.09-3010 AanenNn ion al-Nnkaional Smxe,A,..n .dnca Portfolio Transfer In the event the Agency requires Consultant to transition loans back to the Agency or to another Servicer, Consultant will gather and package all loan files (hard-copy and/or electronic copy) for shipment. Consultant has an in-house IT department that is dedicated to the maintenance and enhancement of its proprietary loan servicing system. Consultant's IT department will work with Agency staff to electronically transmit servicing data in an agreed upon format. Portfolio Cleanup Over the course of our 30-year history, we have assisted cities, agencies and other governmental entities in cleaning up their portfolio of loans to ensure the accuracy and consistency of the booked loans with the terms and conditions of the original loan contracts. Another benefit of this portfolio maintenance has been to ensure all reporting is accurate and fully updated. Clean up work may typically involve a detailed review of payment histories to determine posting accuracy and compliance with amortization statements,truth in lending statements, and other applicable loan documents. Loss Mitl¢ation Loss of income to public sector agencies due to non-performing loans is very common because of the unrelenting follow-up and labor involved. Because of budget and staff cuts, many of these agencies are unable to dedicate the personnel necessary to generate the maximum return on this valuable asset. Consultant's diligent collection efforts have been tailored through our 30 years of experience as we (v work with our Clients to reduce delinquency and default rates. A borrower is delinquent if payment is not received on or before its due date, irrespective of the grace period. A borrower is in default of the promissory note when two payments are past due, or as otherwise specified in the promissory note. Consultant 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 Consultant to minimize any loss of income to the Agency: 1. New Borrower Delinouencv: Early delinquency can be a sign of a chronic delinquent borrower. Consultant 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 31 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 days past the payment due date. The letters emphasize the seriousness of the situation, the potential for loss of the borrower's property, and demands immediate payment. 15 P;Agm&s AgcM Andch enlsAgcMS Atlach..IIA6mne-AmeM 20?T .20-10A N.i.d-hnf<ssinml Smvx.A,me da 3. Due Diligence Phone Calls: Telephone calls will be placed to all mortgage loan borrowers beginning at 31 days delinquent. 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: Consultant 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, Consultant 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 Consultant to recommend foreclosure. Reports Consultant's standard reports are designed to meet the Agency'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 Agency online through our Internet LoanLink service. Through .. LoanLink,the Agency has unlimited access to account and portfolio data, and can view the information as well as generate reports that can be downloaded into Excel. 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 hard-copy report forwarded monthly to the Agency. 2. Current Month Reconciliation Report: This report serves as reconciliation for the loan payments remitted by borrowers. Frequency: Available on-line, one hard-copy report, along with remittance check,forwarded to the Agency within ten working days of the close of the month. 3. Delinquent Agin 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 hard-copy report forwarded monthly to the Agency. 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 r- 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 Agency upon request. 16 PfApmMS\Aperda AnxM1m,luNg.dx AluhW.i A,..,Ame 2010':W.30-10AmmNelip ]-P fnsmnl5aeica Agmmem docx 5. Escrow Analysis Report: For loans requiring monthly escrow/impound payments for taxes and/or insurance, Consultant 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 Agency upon request. 6. Account Status Information Report: Provides borrower profile, loan tern and current balance and status information for individual borrower accounts within an Agency's portfolio. This report includes a vast amount of information on any particular account within the Agency's portfolio. Frequency: Available on-line. 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: Consultant 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 Consultant 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. 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 Consultant, with notice immediately provided to the Agency. Formal modifications to promissory note terms and forbearance plans of greater than six months duration are forwarded to the Agency for pre-approval. Before the borrower executes the agreement,the Agency is required to approve the plan. Once approved, Consultant will implement the new payment schedule. Should a borrower default from the new payment schedule without cause, Consultant 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, Consultant will document the circumstances and provide the following: i. Letter from borrower requesting Agency's consideration of hardship U. Nature of the hardship iii. Expected duration of the hardship iv. Evidence to substantiate hardship v. Forbearance Plan Proposal 17 P AgmdasAgnde AOehmMs\AyeMa Av¢hmemvAFmts-Amend ID10%M20-10Am Nalimul-Pmfwwnnl Smim AFmmnamdoca © If the Agency approves the Forbearance Plan Proposal and executes the agreement with the borrower, Consultant will resume loan servicing under the new payment plan. The file will be tickled for follow- up at the expiration of the temporary plan. Consultant's objective is to formulate a plan to bring the loan current as soon as possible. However, in light of the Agency's original purpose in making these loans (to assist the low/moderate income and disadvantaged citizens of its community), Consultant may recommend forbearance plans that defer all or part of the regular repayments for a specified period of time. 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, Consultant will recommend foreclosure. This step is generally taken between 90 and 120 days. Upon Agency approval, and in accordance with respective local, state and federal statutes, Consultant will send the borrower a notice of intent to foreclose/demand letter, with a copy to the Agency. If no response is received within 30 days, Consultant will advise the Agency of the non-response. Upon Agency direction, Consultant will proceed to foreclosure. Consultant will properly document all steps taken to affect a cure. If the loan is not reinstated or paid off, Consultant will continue foreclosure up to and including the sale of the property. Upon sale of the property, Consultant will return all proceeds of the sale to the Agency less foreclosure fees and any previously un-reimbursed costs incurred. In the event the borrower reinstates the loan, Consultant will remit to the Agency all payments received from the borrower. For those loans that are reinstated by the borrower, Consultant will resume normal servicing functions. Bankruptcy Administration Services 1. Chapter 13 Bankruptcy: a. Upon receipt of notification from a court of law, debtor(borrower), or the Agency of a Chapter 13 bankruptcy for a debtor serviced by Consultant, Consultant will forward a notification letter to the Agency 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. Consultant will then file a Proof of Claim to the appropriate court. Upon receipt of a returned filed Proof of Claim from the court, Consultant will forward a copy of same to the Agency and will begin monitoring post and pre-petition payments to borrower's loan account. Gb. Upon any default of borrower in the remittance of post petition payments, Consultant 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. In addition, 18 VAgcM$%Aecm aAgachmems'Agendx AllnchmamsMgmmsAmW.101U'M-20-10 Ame Nmmal-P fmsimul 9e km AFreemem.dmx 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 Agency, the Motion to Lift will be filed by Consultant and Consultant will begin foreclosure proceedings as directed by the Agency. 2. Chanter 7 Bankruptcy: a. Upon receipt of notification of a Chapter 7 bankruptcy for a debtor serviced by Consultant, Consultant 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 with a copy to the Agency, 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. b. Upon any default of borrower's remittance of payments during the bankruptcy, Consultant will contact the borrower's (debtor's)counsel advising of the default. c. Should the Chapter 7 Trustee determine that assets are available for distribution to creditors, Consultant will file a Proof of Claim on behalf of the Agency, indicating total amount due. Affidavit of Owner: Consultant will forward an instructional letter and Affidavit of Owner to each borrower. The Affidavit requires the owner to affirm continued compliance with all provisions of the promissory note and/or rehabilitation agreement. Such provisions may include, but are not limited to, the following: - Continued residence - Timely payment of property taxes - Ongoing hazard and flood insurance coverage - Timely payment of all sums due to superior lien holders - Proper maintenance of the property - Non-subordination u. If no response is received within two weeks, Consultant will send a second letter, again requesting owner to sign and return affidavit. h. Consultant will compile responses and will forward original affidavits to the Agency. Davis-Bacon and/or State Prevailing Wade Compliance Monitoring Services: Consultant shall, on an as needed basis as determined by the Agency, provide the following Davis- Bacon and/or State Prevailing Wage Compliance Monitoring services from pre-bid through close-out of a project. Consultant's Davis-Bacon and/or State of California Prevailing Wage compliance monitoring services are designed to meet statutory and regulatory prevailing wage requirements for construction labor standards in State and/or federally funded Housing and Community Development programs. 19 P\AgendasUgdada Anaahments Agenda Anechmenu\Agnms Amend 2010\09-2010 AmcnNa imul-Pre ssional Saviors Agmrnmmd- Note: Tasks designated by "SPW" apply to State Prevailing Wage Compliance Monitoring Services in California only. Pre-Bid/Bid Procedures 1. Consultant shall provide the Agency with its wage compliance procedure guidelines for inclusion in pre bid information and/or bid requests. 2. Consultant will provide the Agency with verification of a contractor's eligibility for contract award by reviewing the General Services Administration's "List of Parties Excluded from Federal Procurement or Non-Procurement Programs". 3. SPW: Consultant will also review the Department of Industrial Relation's list entitled "DLSE Debarments"for verification of a contractor's eligibility. Pre-Construction Phase Following bid award, Agency shall notify Consultant in writing of the following: / Names and addresses of general contractor and all subcontractors ► Appropriate wage rates ► Requested date of Pre-construction Conference / Approximate date of construction start / Approximate Project amount ► Project location/address / Project type; (e.g. Commercial Rehabilitation, Multi-Family, New Construction, Highway Improvement, etc.) 1. Consultant shall prepare a portion of the Project Labor Standards Enforcement File (related to payroll information) and shall maintain it for the duration of the project. SPW: Consultant shall establish a project file for the collected and prevailing wage related documents and shall maintain it for the duration of the project. 2. Consultant shall conduct, with a Agency representative in attendance, a pre-construction conference. General contractor and subcontractors shall be provided with a comprehensive packet detailing Consultant/Agency wage compliance procedures. 3. Consultant shall also supply the necessary wage compliance forms to all contractors and Agency at conference. 4. Consultant shall prepare and issue conference minutes to all attendees. A copy of the minutes shall also be placed in the Project Labor Standards Enforcement File, as required by Davis Bacon regulations. 5. Consultant shall re-verify each contractor's eligibility for contract award by reviewing the General Services Administration's "List of Parties Excluded from Federal Procurement and Non Procurement Programs". 20 P:\Agc as\Agenda AnacW ntslAge aAttachments%Agsmts-Amrn 2010\0920-10 Am National-Pmfwioml Senias AgacmcntM¢a f^ 6. Consultant shall verify that all apprentices have been properly registered (or certified) in an V` apprenticeship program registered with the Bureau of Apprenticeship and Training, or with a State Apprenticeship Program recognized by the Bureau. 7. Consultant shall verify with the United States Department of Labor, Employment, and Training Administration that all trainees hold a formal certification showing registration in an approved program. 8. SPW: Consultant shall request each contractor to submit a copy of DAS Form 140, "Public Works Contract Award Information,"filed with applicable apprenticeship committee. Construction Phase 1. The Agency or the general contractor shall submit to Consultant certified payroll reports within seven working days of completion of the work week. Upon receipt, Consultant shall provide a formal examination and review to confirm that: / The payroll report is complete; / Classifications and wage rates reported on payroll are at least equal to the rate required under the applicable wage determination; / Overtime hours and wages are properly calculated; / Fringe benefits have been paid in addition to the basic hourly rate or are to be paid to any Q appropriate party; / There are only permissible deductions; / All computations are accurate; and / The Statement of Compliance is signed by the owner,officer, or designated employee of the contractor. 2. Consultant shall document any discrepancies that require general contractor or subcontractor action. Consultant shall forward the results of this formal examination and review to the Agency and general contractor for resolution and follow-up. Reports will be submitted to the Agency on a monthly basis, or as otherwise requested and agreed to. 3. If applicable, Consultant shall notify Agency's representative upon receipt of Disbursement Authorization of any outstanding certified payroll(s) not yet received or of unresolved violations. The Agency then has discretion to withhold payment until such discrepancies are resolved or may authorize Consultant to proceed with the disbursement request. 4. If all payroll reports have been submitted to Consultant to date and there are no unresolved violations, Consultant shall not notify the Agency and shall automatically proceed in processing the disbursement. 5. Additional Compliance Methods: Consultant may conduct mail interviews approximately and correlate all interview results with submitted payroll information and report any discrepancies found. 21 P!Age WAgen"AUachmemslAgenda Anaahmms%Agms-Amend 2 01049-20-10 Amm Nmimal-Pmf swnal Sm ias A6i< mtdmc / Consultant may conduct monthly site interviews ensuring that applicable wage determination and required materials are posted and employee interview information gathered is consistent with payroll documentation received. / To further ensure compliance,Agency may, at any time,forward a daily worker classification count to Consultant. Consultant shall compare this count to payroll information submitted. Maintenance of Files and Availability of Data Consultant shall maintain records and the Labor Standards Enforcement file(s) of all accounts established under the provisions of this Agreement for a period of three (3) years after the closing of each project. Consultant shall, upon request and within thirty (30) days of such request, make available all records, financial and otherwise, dealing with its activities performed pursuant to the provisions of this Agreement to authorized auditors and monitors of the Agency. Consulting Services and Extended Work Consultant may be requested to provide additional Davis-Bacon and/or State Prevailing Wage Compliance Monitoring Services to include conducting additional pre-construction conferences, assisting in labor standards investigations,performing additional site visits, etc. FEE SCHEDULE Compliance Monitoring: Compliance base fee: $110.00 per unit. Follow up review: $150.00 per hour(rate may vary based on task to be completed.) In the event the Agency requests additional services to be performed by Consultant not specifically set forth in the Scope of Services and Consultant agrees to perform the requested additional service(s), Consultant shall undertake such service(s) after receiving written authorization from the Agency. Additional compensation for such service(s) shall be allowed as agreed upon in writing by both the Agency and Consultant. Loan Portfolio Management: Amortized Loans: New Loan Set-Up Fee: $40.00 per loan Monthly Service Fee for Amortized Loans: $9.35 per loan per month. � Escrowing and/or monitoring of taxes and insurance are included with the service at no additional cost i (except for a one-time tax service vendor fee). Tax service fees are outside costs passed through from outside vendors and are subject to marketplace increases. 22 P'A,e.d.,\A,.We Anxhmc.,,\Agrnd.AneNmrnls ,—,m -A...d 20101N-2P[O AmmNnumeL Wnf mi lSmw.A,—..do Deferred Loans: Monthly Service Fee for Deferred Loans: i. Set-up Fee: $40.00 per loan ii. Warehouse: $2.15 per loan per month iii. Warehouse and monitor of taxes and/or insurance: $2.70 per loan per month plus a one- time tax service vendor fee. iv. Warehouse and escrow of taxes and/or insurance: $9.35 per loan per month plus a one-time tax service vendor fee. iv. Flat fee for receiving occasional payments on deferred loans: $9.35 per payment Tax service fees are outside costs passed through from outside vendors and are subject to marketplace increases. Residual Receipt Loan Servicing: a. Initial Annual Financial Statement Review regardless of the number of Promissory Notes for Residual Receipt loans under subject loan type: $250.00 Fv b. Subsequent Annual Financial Statement Review (applicable when more than one financial statement on the same loan is submitted for review at the same time. $175.00 Loss Mideation An additional servicing fee of$3.85 per loan shall be charged for all amortized loans in the portfolio. An additional $.50 per loan per month shall be charged for credit reporting. Forbearance Plans A flat fee of $300 per loan per occurrence will be charged to institute a formal forbearance plan (usually in excess of 6 months in duration and with approval of the Agency). The Agency 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 Agency. Loan Foreclosure 1. Document Preparation: Upon the Agency's authorization to proceed, a one-time charge of$300 to prepare documents to commence foreclosure proceedings and to manage the foreclosure process on behalf of the Agency will be assessed. In addition to the above foreclosure service fee, Consultant will deduct and pay from remittance or bill Agency 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. Any counsel retained will be approved by the Agency or provided by 23 P\ACandai ACcMa AllatloM wAga'nda AlucM1mnWA#ivls.Am 3010\0930.10A NNimaI-Rn(sbml Smitts A,m cnl.dm ,r the Consultant at their non-reimbursable cost. These fees will be accurately quoted on a case-by- case basis upon request by the Agency and within all applicable statutory limits. 2. Reinstatement Terms: Agency 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. Per-Event Fees Tickler Notifications $12.50 per notification Affidavit of Owner: $12.00 per loan (entire portfolio done at one time)with a$500 minimum fee. Portfolio Transfer Fee: $30.00 per loan one time fee if transferred from Consultant Portfolio Clean-up Fee: $39.00 per loan Bankruptcy Services 1. Filing of Proof of Claims Fee: $100 per occurrence 2. Filing of Reaffirmation Agreements Fee: $75 for each occurrence 3. Monitoring and Repayments Fee: $7 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 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 Agency. The Agency will be responsible for the payment of any fees for filing suit or related outside costs due Consultant that cannot be reimbursed from the borrower. Davis-Bacon and/or State Prevailing Wage Compliance Monitoring Services Consultant's hourly rate for Wage Compliance Monitoring Services is $65.00 per hour, with a minimum fee of$2,750 per project. Invoices will be submitted quarterly, unless alternative paying arrangements are made. The above fee includes all services noted in the scope of services as well as outside expenses incurred by Consultant. Additional consulting services outside the stated scope of service in the proposal will be billed at the rate of$100.00 per hour(plus travel expenses as required). 24 P'WycntleiUF<ntln AtlnvM1inrnlS�Akrntla AOa[M1mmis!Apnms-AmeM 3010'09--.0-IO AmpriNNinml-MOf ioml5ovittF Aprcem<m.tlovc EXHIBIT"C" INSURANCE REQUIREMENTS The Consultant shall maintain insurance policies issued by an insurance company or companies authorized to do business in the State of California and that maintain during the term of the policy a "General Policyholders Rating" of at least A(v), as set forth in the then most current edition of"Bests Insurance Guide," as follows: (1) Comprehensive General Liability Insurance. The Contractor shall maintain comprehensive general liability insurance of not less than One Million Dollars ($1,000,000.00) combined single limit,per occurrence. (2) Automobile Insurance. The Consultant and each of its subcontractors shall maintain comprehensive automobile liability insurance of not less than One Hundred Thousand Dollars ($100,000.00) combined single limit per occurrence for each vehicle leased or owned by the Consultant or its subcontractors and used in performing work under this Agreement. (3) Worker's Compensation Insurance. The Consultant and each of its subcontractors shall maintain worker's compensation coverage in accordance with California workers' compensation laws for all workers under the Consultant's and/or subcontractor's employment performing work under this Agreement. (4) Errors and Omissions Coverage. The Consultant shall maintain an insurance policy covering liability for errors and omissions of the Consultant in performing the Scope of Services of this Agreement in an amount of not less than One Million Dollars ($1,000,000.00). Concurrent with the execution of this Agreement and prior to the commencement of any work by the Consultant, the Consultant shall deliver to the Agency, copies of policies or certificates evidencing the existence of the insurance coverage required herein, which coverage shall remain in full force and effect continuously throughout the term of this Agreement. Each policy of insurance that the Consultant purchases in satisfaction of the insurance requirements of this Agreement shall name the Agency as an additional insured and shall provide that the policy may not be cancelled, terminated or modified, except upon thirty(30) days prior written notice to the Agency. 25 VAgrn s�Agcnde AllechmeWMgenda Alluchmems\A,n.,Amrnd:010:092010 AmnmNa—.]-Nnf qml$avittS AE menl.d-