88-016 Community Development Financial Corporation; State of California Service Agreement VJ
STATE OF CALIFORNIA
SERVICE AGREEMENT
THIS AGREEMENT is entered into as of the 7th day of
March , 1988, by and between
City of Cupertino
a public body, corporate and political (hereinafter referred to
as the "GRANTEE" and COMMUNITY DEVELOPMENT FINANCIAL CORPORATION,
a California corporation (hereinafter referred to as
"CD FINANCIAL" ) .
PREFACE
WHEREAS, the Grantee has established community development
and other programs, funded with Federal and/or State funds in
order to upgrade deteriorated property and improve the living
conditions of residents, hereinafter collectively called _
"Program", and
WHEREAS, such funds shall be used by the Grantee to subsidize
or otherwise facilitate the rehabilitation of property, and
WHEREAS, the Grantee requests financial services for the
planning, institution, and servicing of these program properties
or activities and
WHEREAS, CD FINANCIAL represents that it is fully qualified
to render such services as set forth hereafter in connection with
the above-cited loan programs.
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
I.
REHABILITATION FINANCIAL SERVICES
Scope of Services:
CD FINANCIAL shall provide all related program and loan
services including but not limited to those set forth in this
section for homeowners (owner-occupants) and/or business/property
owners(investors) for the improvement, rehabilitation, or
expansion of their properties.
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d) Dollar amount of funds being held for
disbursement
e) Instruction on how funds are to be disbursed
f) Original signatures of Borrower and Grantee
Representative
2. All funds shall remain on deposit in a trust account
with a local federally insured financial institution until receipt
of a fully executed Fund Disbursement Authorization from the
Grantee containing all information regarding the amount of funds
to be disbursed and the parties to receive such funds. Such Fund
Disbursement Authorization shall be verified by CD FINANCIAL to
wit:
a) The amount authorized is available;
b) The Borrower's and Grantee representative's
signatures are the same as on the original
Fund Disbursement Instruction
3. Once the transaction is completed and verified,
funds shall be disbursed by CD FINANCIAL in the amount requested
and forwarded to the Grantee or designated payee(s) .
4. Pursuant to written instructions from the Grantee,
CD FINANCIAL will retain an amount of the total proceeds for up to
thirty (30) days after the receipt of a Notice of Completion.
Said notice may be recorded by CD FINANCIAL with the appropriate
county or other legal agency.
5. CD FINANCIAL shall supply to the Grantee a monthly
computer print-out of all transactions completed to date and the
balances remaining in each account.
6. Upon payment of all funds for a project,
CD FINANCIAL shall provide a project closing statement to the
Grantee which shall detail all account activity.
7. CD FINANCIAL shall pay interest to Borrower(s) on
fund disbursement accounts with an initial deposit
of $20, 000. or more, at a rate below the
depository's prevailing Certificate of Deposit rate,
not greater than 4% during the term of this
Agreement.
D. Loan Collection Services:
1. Wherein the Grantee desires CD FINANCIAL to provide
all necessary financial management for direct (amortized) loans
issued by the Grantee with Federal, State, local, private, non-
profit or as yet unspecified funds, upon receipt by CD FINANCIAL
of the Loan Collection Instructions executed by the Grantee, CD
FINANCIAL shall;
a) Provide written notice to the Borrowerls) as
to where all loan payments shall be made.
b) If requested, establish an impound account for
the borrower for advanced payment of property
taxes and insurance premiums.
c) Upon receipt of loan payment, each Borrower's
account will be posted and the proceeds of said
payment less authorized deductions will be
forwarded to the Grantee. Page 3
d) Collection proceeds are forwarded to the
Grantee along with a monthly status report of
collection accounts.
e) CD FINANCIAL will notify the Borrower in
writing of delinquent payments at intervals of
fifteen ( 15), thirty (30) and sixty (60) days
past due date. Upon issuance of such sixty
(60) day notice, no further action shall be
required of CD FINANCIAL with respect to
delinquent accounts unless otherwise instructed
in writing by the Grantee.
f) The Borrower shall be assessed a late charge
by CD FINANCIAL of six (6) percent of the
payment amount for payments more than ten (10)
days late.
g) CD FINANCIAL shall supply to the Grantee a
monthly computer Delinquency Aging Report
which lists all accounts fifteen ( 15), thirty
(30) and sixty (60) days past the payment due
date.
h) CD FINANCIAL shall hold as a reserve a one
month payment for check assurance.
i) CD FINANCIAL shall process and record a Full
Reconveyance at Borrower's expense, upon loan
satisfaction or when property is sold.
2. Loan Collection Services:
Wherein the Grantee desires CD FINANCIAL to provide
all necessary financial management responsibilities for deferred
loans (non-amortized) issued by the Grantee with Federal, State,
local, private, non-profit and/or as yet unspecified funds, upon
receipt by CD FINANCIAL of the Loan Collection Instructions
executed by the Grantee, CD FINANCIAL shall provide the following
tasks:
a) CD FINANCIAL shall provide a monthly status
report to the Grantee which lists Borrower,
address, date of origination, original loan
amount, outstanding loan balance and loan term.
b) CD FINANCIAL will monitor the statusof all
deferred loans on an on-going basis, reflecting
any forgiveness or repayment options, accrued
interest, conversion clauses or enforced
covenants.
c) Where appropriate, CD FINANCIAL will provide
written notice to the Borrower(s) inviting the
borrower(s) to make any payment on the loan
balance to CD FINANCIAL. Upon receipt of any
loan payment, CD FINANCIAL will post said
payment and forward the proceeds to the Grantee.
d) If any or all deferred loans are to convert to
repayable loans at some fixed future date,
CD FINANCIAL will manage the conversion of the
loans to an amortized basis.
Page 4
•
e) CD FINANCIAL or its agent shall monitor the
status of title for the term of the loan,
• notifying the Grantee quarterly of any change in
the status of title that may jeopardize the
integrity of the Grantee's interest in the
property.
f) At stated maturity, CD FINANCIAL will provide a
Demand for Balance to the Borrower(s) when
r repayment of a portion of the indebtedness or
the entire principal amount is required. When
applicable, CD FINANCIAL will also calculate any
accrued interest (simple or compound) on the
deferred loan.
g) CD FINANCIAL shall process and record a Full
Reconveyance at Borrower(s) expense upon loan
satisfaction or when property is transferred and
provide the Grantee with repayment of amounts
due, subject to such proceeds being available.
h) Upon request, CD FINANCIAL will provide the
Grantee with telephone and written updates on
the status of all accounts including remaining
balance due and any recent account activity.
E. Maintenance of Files and Availability of Data:
CD FINANCIAL shall maintain records of all accounts
established under the provision of this Agreement for a period of
seven (7) years after the closing of each account.
CD FINANCIAL 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
Grantee or the United States Department of Housing and Urban
Development.
II
RENTAL REHABILITATION SERVICES
A. Cash Management Depository Services:
CD FINANCIAL shall establish a separate Rental
Rehabilitation Depository Account with a financial institution of
CD FINANCIAL's choice for receipt and deposit of funds received
from HUD. Funds shall be received via automatic transfers as
required under the HUD Cash Management System and disbursed by CD
FINANCIAL to payees upon receipt of the Fund Disbursement
Authorization from the Grantee.
B. Account Activation and Fund Disbursement Services:
1. Upon Grantee loan closing, the Grantee shall send
private loan proceeds and completed Fund Disbursement Instruction
Page 5
to CD FINANCIAL. These instructions shall include but not be
limited to, the following data :
a) Borrower(s) name
b) Contractor's name
c) Job site address
d) Dollar amount of funds being disbursed
e) Instructions on how funds are to be disbursed
f) Original signatures of Borrower(s) and Grantee
representative
2. Upon written authorization from the Grantee,
CD FINANCIAL shall provide check disbursements to parties so
designated in connection with loans made for rehabilitation.
3. Written instructions shall be in the form of a Fund
Disbursement Authorization containing information regarding the
amount of disbursement and the parties to receive such funds.
Such Fund Disbursement Authorization shall be verfied by
CD FINANCIAL to wit:
a) The amount authorized is available; .
b) The owner's and Grantee representative's
signatures are the same as on the original
fund disbursement instructions.
4. Once the transaction is complete and verified,
funds shall be disbursed by CD FINANCIAL in the
amount requested and forwarded to the Grantee or
designated payee(s) .
5. If requested by the Grantee via written
instructions, CD FINANCIAL will retain an amount of
the total loan proceeds for up to thirty (30) days
after the receipt of a Notice of Completion. Said
Notice may be recorded by CD FINANCIAL with the
appropriate county or other legal agency.
C. Rental Rehabilitation Administrative and Compliance
Accounting Services:
As required under HUD guidelines, CD FINANCIAL shall
maintain separate accounting records of Rental Rehabilitation and
Private Rehabilitation funds. Separate accounting records will
show receipt, disbursement and running balance for each project.
Accounting information and records will be available to the
Grantee during project rehabilitation and will be submitted to the
Grantee at project completion.
1. Upon receipt of written instructions from the
Grantee, CD FINANCIAL shall contact HUD Central
Office of Administration to set up a new Rental
Page 6
Rehabilitation project account. CD FINANCIAL will
be authorized with the proper HUD security clearance
to gain access to HUD's Cash and Management
Information System (C/MI ) required to set up new
projects and request drawdowns. CD FINANCIAL will
transmit to HUD Central, the information required to
have the appropriate amount of Rental Rehabilitation
funds set-aside for each project. CD FINANCIAL
shall forward to HUD Central the project
Pre-Rehabilitation Report upon completion by the
Grantee.
2. Upon receipt of Fund Disbursement Authorization
from the Grantee, CD FINANCIAL shall contact HUD
Central to make the appropriate drawdown request
of Rental Rehabilitation Fund monies as autho-
rized by the Grantee. CD FINANCIAL shall submit
the required project data to obtain drawdown
approval. CD FINANCIAL shall complete and forward
HUD payment voucher to HUD Central prior to the next
fund request for Rental Rehabilitation Funds.
Copies of the payment vouchers as well es the
Fund Disbursement Authorization will be kept by
CD FINANCIAL in a permanent project file.
Payment vouchers are to be submitted to HUD Central
in sequential order for accountability.
3. Approved drawdowns will be automatically transferred
by HUD Central to CD FINANCIAL's depository account
and disbursed by CD FINANCIAL upon receipt per
Section II-B of this Agreement.
4. CD FINANCIAL shall submit a Project Completion
Report upon completion by the Grantee to HUD
Central within ninety (90) days of project
completion and will retain a copy of the report in a
permanent project file.
D. Computer Accounting Services:
CD FINANCIAL shall supply to the Grantee a monthly
computer print-out of all transactions completed to date and the
balance remaining in each account.
E. Maintenance of Permanent Project File:
CD FINANCIAL shall compile all pertinent project data
into a permanent file for the Grantee and HUD auditing. Each
project file shall contain copies of all deposits, checks, payment
vouchers, disbursement authorizations, pre-rehabilitation and
project completion reports and a separate accounting statement.
Project files will be prepared to show that at no time was there a
co-mingling of Rental Rehabilitation funds with private or other
Grantee funds and at no time did draws on Rental Rehabilitation
funds exceed draws on non-Rental Rehabilitation funds. •
Page 7
F. Maintenance of Files and Availability of Data:
CD FINANCIAL shall maintain records of all accounts
established under the provisions of this Agreement for a period of
seven (7) years after the closing of each account. CD FINANCIAL
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 Grantee or
the United States Department of Housing and Urban Development.
IIZ '
DAVIS-BACON WAGE COMPLIANCE
A. SCOPE OF SERVICES: Wherein the Grantee desires CD
FINANCIAL to provide Davis-Bacon Wage Compliance services, upon
receipt by CD FINANCIAL of a written request executed by the
Grantee, CD FINANCIAL shall provide the following services.;
1. CD FINANCIAL shall provide the most current -wage
compliance guidelines in conjunction with the preparation of the
request for bids from contractors.
2. CD FINANCIAL shall obtain from the Department of
Housing and Urban Development the prevailing wage rates for each
laborer, mechanic or apprentice classification and provide these
wage rates to the contractor and the grantee.
3. CD FINANCIAL shall attend a pre-construction
conference to instruct general contractor and subcontractors on
wage compliance procedures. CD FINANCIAL prepares conference
minutes reflecting prevailing wage rates for worker
classifications as well as other conference issues.
4. CD FINANCIAL provides general contractor with weekly
payroll forms that specify employees, worker classification and
hours worked. CD FINANCIAL provides employeq time cards, new
employee records, employee W-4 forms and any changes to these
records.
5. Upon receipt of weekly time cards, CD FINANCIAL may
prepare and distribute payroll checks which are verified for wage
compliance. Payments may be made directly to the Grantee,
contractor and/or laborers. CD FINANCIAL will provide weekly
payroll accounting and reporting information to the general
contractor, Grantee and/or subcontractor.
6. CD FINANCIAL may review the weekly payroll
accountingstatements and the Statement of Compliance submitted by
the Contractor and assure all wage rates are correct.
Notification of incorrect wage payments, if any, will be sent to
the Grantee and Contractor.
Page 8
7. CD FINANCIAL may deduct all Federal, State and local
applicable taxes. CD FINANCIAL may deduct and directly pay
appropriate employee fringe benefits to the appropriate benefit
agency.
8. CD FINANCIAL shall conduct •interviews of laborers
mechanics, and apprentices to verify the accuracy of wages being
paid, consistent with the Davis-Bacon Act requirements.
9. CD FINANCIAL may provide disbursements to parties
designated by the Grantee in connection with material and overhead
costs incurred. Written instructions shall be in the form of a
Fund Disbursement Authorization containing information regarding
the amount of disbursement and the parties to be paid and contain
signatures of Grantee representatives authorized to make such
disbursements.
10. CD FINANCIAL shall verify the proper registration of
any apprentices or trainees employed by the General contractor or
subcontractor with the United States Department of Labor.
11. At the request of the Grantee, CD FINANCIAL shall
hold retention for wage restitution, materials, overhead and/or to
ascertain that no liens have been placed on the project.
12. CD FINANCIAL agrees to provide overnight delivery of
documents and checks to the Grantee and/or General contractor.
B. Computer Accounting Service
1. CD FINANCIAL shall provide to the Grantee and General
contractor or subcontractor weekly computerized payroll / register
and tax obligation schedule for all laborers working on the
project. Grantee shall receive a monthly computer print-out of
all project disbursements and any balances.
C. Maintenance of Files and Availability of Data;
1. CD FINANCIAL shall maintain records of all accounts
established under the provision of this Agreement for a period of
seven (7) years after the closing of each account. CD FINANCIAL
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 Grantee or
the United States Department of Housing and Urban Development and
the United States Department of Labor.
Page 9
IV
SECTION 312 LOAN SERVICES
Scope of Services:
Wherein the Grantee desires CD FINANCIAL to provide 312 Loan
Services, upon receipt by CD FINANCIAL of a written request
executed by the Grantee, CD FINANCIAL shall provide the following
services;
A. Loan Processing
1. CD FINANCIAL shall obtain and verify all necessary
information on the prospective Borrower(s) which includes, but is
not limited to:
a. Credit report
b. Mortgage verification (HUD - 6239)
c. Employment verification (HUD - 92004-G)
d. Deposit verification -(HUD - 92004-F)
2. CD FINANCIAL shall obtain the appropriate title
policy which will show that the Borrower(s) has a good and
marketable title to the property.
3. CD FINANCIAL shall obtain an appropriate appraisal,
similar to the FLTLMC Form 704 - Home Improvement and Energy Loan
Property Analysis Report from a qualified appraiser, which will
include an estimate of the fair market value of the property as-is
and after-rehabilitation.
B. Loan Underwriting
Upon receipt of the approved contractor bid for
rehabilitation, CD FINANCIAL shall determine if the borrower(s) is
an acceptable loan risk based on established Section 312 policies
and guidelines (HUD handbook) . Based on the below review, CD
FINANCIAL will make a recommendation to the Grantee concerning the
loan package. CD FINANCIAL, as agent for the Grantee, neither
approves not can guarantee HUD approval of said loan application
package. The underwriting process of evaluating the risk factors
shall include:
1. CD FINANCIAL shall calculate the exact loan amount
which will include the rehabilitation amount to be paid to the
approved contractor, a construction interest calculation,
contingency amount and all fees and costs associated with the
loan.
2. CD FINANCIAL shall determine the loan affordability
based on the analysis of the Borrower(s) stable monthly income,
the monthly housing to income ratio and the monthly debt to income
ratio.
3. CD FINANCIAL shall evaluate the Borrower(s) credit
history and the Borrower(s) financial position in the property.
4. CD FINANCIAL shall analyze the value of the security
by calculating the total debt on the property.
Page 10
5. CD FINANCIAL shall prepare the HUD 6230 or HUD 6243
Application for Section 312 Rehabilitation Loan Form in its
entirety.
6. CD FINANCIAL will submit all loan processing and
underwriting information to the Grantee for approval.
C. Loan Document Preparation
Upon HUD approval, CD FINANCIAL shall prepare all the
necessary loan documents which include:
1. Promissory Note
2. Deed of Trust
3. Right to Rescind
4. Truth in Lending
5 Request for Notice . _
6. Rent Regulatory Agreement
7. Rehabilitation Loan Agreement
D Project Set-Up and Fund Disbursement
Upon the 312 Loan Settlement, CD FINANCIAL shall provide the
project set-up and fund disbursement service which includes:
1. At loan closing, CD FINANCIAL shall record the
appropriate loan documents.
2. CD FINANCIAL shall transmit the appropriate loan
documents and the application fee to HUD's
Master Servicer.
3. Grantee shall establish a fund disbursement (escrow)
account which will receive electronically
transferred funds via HUD Cash Management
4. CD FINANCIAL will be authorized with the proper HUD
security clearance to gain access to HUD's Cash
Management System required to request drawdowns.
Page 11
5. Upon receipt of a Fund Disbursement Authorization
from the Grantee, CD FINANCIAL shall contact the
Cash Management System to make the appropriate
payment request of 312 Loan Fund monies as
authorized by the Grantee. CD FINANCIAL shall
submit the required data to obtain drawdown
approval. CD FINANCIAL shall complete and forward
the HUD payment voucher. Copies of the payment
voucher as well as the Fund Disbursement
will be kept by CD FINANCIAL in a permanent project
file.
6. Approved drawdowns will be automatically transferred
to CD FINANCIAL's depository account and disbursed
by CD FINANCIAL upon receipt.
7. Upon project completion, CD FINANCIAL shall prepare
and transmit to HUD's Service Agent a Disposition
of Funds Statement signed by the Borrower(s) .
E. Computer Accounting Services
CD FINANCIAL shall supply to the Grantee a monthly computer
print-out of all transactions completed to date.
F. Maintenance of Permanent Project File
CD FINANCIAL shall compile all pertinent project data into a
permanent file for the Grantee and HUD auditing. Each project
file shall contain copies of all deposits, checks, payment
vouchers, disbursement authorizations and a separate accounting
statement.
G. Maintenance of Files and Availability of Data
CD FINANCIAL shall maintain records of all accounts
established under the provisions of this Agreement for a period of
seven (7) years after the closing of each account. CD FINANCIAL
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 Grantee or
the United States Department of Housing and Urban Development.
Page 12
V
LOAN FORECLOSURE SERVICES
A. Scope of Service:
CD FINANCIAL may act as the Grantee's service agent in
property foreclosure proceedings which may be necessitated by the
borrower's default on direct (amortized)
and/or deferred loans.
1. CD FINANCIAL will commence upon written
instruction, loan foreclosure proceedings on all borrower(s) whose
loan repayments are delinquent. After a determined delinquency
period the Grantee may:
a. Negotiate with CD FINANCIAL to purchase the
delinquent Trust Deed (or) . -
b. Direct CD FINANCIAL to act as the Trustee only
for the Grantee as Beneficiary in the
foreclosure proceedings.
B. Account Activation
CD FINANCIAL will notify the borrower(s) of intent to
foreclose and record the Notice of Default.
1. Reinstatement of the Note by the borrower(s) will
require all payments to render the Note current plus all
foreclosure costs incurred. Normal collection procedures will
then resume.
2. After 90 days from recordation of Notice of Default,
CD FINANCIAL will publish a Notice of Sale in a newpaper and re-
publish the notice once a week for twenty days. Fourteen days
prior to the date of sale, CD FINANCIAL will record Notice of
Sale.
3. Upon sale, CD FINANCIAL will return proceeds of the
sale less foreclosure fees and outside costs incurred to Grantee.
4. The Grantee will be responsible for the payment of
any foreclosure fees (see Section V) or related outside costs that
cannot be retained from borrower(s) by CD FINANCIAL.
5. Upon request, CD FINANCIAL will sell back to the
Grantee any Trust Deed originally owned by the Grantee.
Furthermore, CD FINANCIAL will not sell any Trust Deed originally
owned by the Grantee to any other third party unless so requested
in writing by the Grantee.
Page 13
VI
FEE SCHEDULE
In return for the selected services provided to the Grantee
by CD FINANCIAL, said fees shall be paid pursuant to the following
schedule:
A. Loan Processing
1. For each processing order of title, credit, and/or
appraisal reports, the fee shall be $25. 00 plus
•
outside costs including but not limited to title,
credit and/or appraisal fees.
B. Loan Document Preparation :
1. Each approved loan application for which all
relevant documents have been prepared, the fee
shall be $125. 00 plus outside costs including but
not limited to, recordation fees
C. Fund Disbursement:
1. For each fund disbursement account, the fee shall
be $75. 00 plus outside costs, including but
not limited to recordation fees.
D. Rental Rehabilitation/Cash Management Administrative
and Compliance Accounting Services:
1. For each Rental Rehabilitation Project account,
the fee shall be 1/2 of 1% of the total project
cost, with a minimum fee of $150. 00 and a
maximum fee of $700. 00.
E. Loan Collections:
1. A. For collection of monthly payment loans, a yearly
fee shall be the following percentage of the
borrower 's original loan amount or $6. 00 per month
whichever is greater, plus a one time account set-up
charge of $20. 00 per loan.
Loans under $100, 000: 1/2 of 1%
100-200: 3/8 or 1%
200-500: 1/4 of 1%
500- to be negotiated
B. For collection of existing Grantee's direct loan
portfolio, a yearly fee shall be the following
percent of the Borrower's original loan amount or
$6. 00 per month whichever is greater.
Loans under $100, 000: 1 /2 of 1%
100-200: 3/8 or 1%
200-500: 1/4 of 1%
500- to be negotiated
•
Page 14
`/.ts.00 1
2. A. For deferred loans, a one time fee of S-1G€. 00 per
loan shall be charged to maintain collection
account reporting, monitor the status of property
title for said loan, and process the demands and
reconveyance of the loan instruments. (Actual cost
of reconveyance not. included. )
B. For deferred loan in a current existing loan
portfolio, a fee of $200. 00 per loan shall be due
and payable upon sale of property.
F. Impound Account Collections :
1. To collect and maintain all records of said account
and to distribute said funds to the appropriate
payee(s) , there shall be a fee of $3. 50 per payment.
G. Davis-Bacon_Wage_ComplianceServices:
1. For each project, the fee shall be 1/2 of 1% of the
total project, with a minimum fee of 51, 060.00
H. Foreclosure Services:
For each property foreclosure, the fee shall be as
follows:
1. During the period to cure a loan, a one-time fee
of $100 per loan shall be charged.
2. During the reinstatement, redemption and/or trustee
sale periods, the fee shall be 10% less than the
maximum fee for such service according to the
California Code for Foreclosure ( see Attachment "A" ) ,
or as subsequently amended, plus outside costs
including but not limited to publishing and
recordation fees.
I. 312 Loan Services:
For each 312 loan project account, the fees shall be
as follows:
Loan Processing $ 50. 00
Loan Packaging/Underwritting
1-4 units (owner-occupied) $400. 00
(direct admin. cost)
1-4 units (nonowner-occupied) 5[00. 0(1
(direct admin. cost ) ,
Multifamily Projects 5800. 00
(direct admin. cost )
Loan Document Preparation $150. 00
Drawdown Disbursement 5150. 00
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•
ADDITIONAL TERMS
Terms
A. CD FINANCIAL shall be fully justified in accepting
and acting upon, without investigation, any
certificate, statement, opinion, notice of demand
furnished to it pursuant to the provisions of this
Agreement and which CD FINANCIAL shall in good faith
believe to have been fully authorized and executed on
behalf of the party in whose name it purports to
have been executed.
B. CD FINANCIAL shall indemnify and hold harmless the
Grantee of and from any and all loss, penalty, fine,
forfeiture, reasonable attorneys' fees, damage or
expense that Grantee may sustain or incur as a
result of any failure on the part of CD FINANCIAL to
perform its respective services, duties and
obligations under the terms and provisions of this
Agreement; provided, however, that such indemnifica-
tion shall not extend to any loss occasioned by
errors, omissions and inconsistencies in the program
procedures, forms, or guidelines supplied by the
Grantee to CD FINANCIAL, or by requests from the
Grantee for waiver of specific standards which would
otherwise be applied to a loan application under the
terms of this Agreement.
C. Grantee shall indemnify and hold harmless CD
FINANCIAL, and/or its Agents, against all claims and
damages, alleged or otherwise, of whatsoever nature
arising out of, or in any way connected with (a)
CD FINANCIAL's performance in accordance with the
Grantee's instructions regarding fund disbursement
for rehabilitation work: (b) the reliance by
CD FINANCIAL upon any notice, certificate, warranty
or other paper or instrument believed by CD FINANCIAL
to be genuine or authentic or to be signed by the
proper party or parties.
D. The Grantee and CD FINANCIAL shall comply with all
applicable statutes, regulations and ordinances
including the Federal Truth in Lending Act and
Regulation Z thereto, the Consumer Credit Reporting
Act, The Equal Credit Opportunity Act and Regulation
B thereto, Title I, the Housing and Community
Development Act of 1980 (e. l. 96-399), Title XXIV,
Housing and Urban Development, Part 570, Community
Development Block Grant, Title VI, Civil Rights Act
of 1964 and Title VIII, the Civil Rights Act of 1968.
Page 16
E. Each party hereto agrees that in the event of its
default under this Agreement, it will reimburse the
other party of all costs and expense (including,
without limitation, attorneys' fees) incurred by such
party in connection with the enforcement of its
rights hereunder.
F. Any communication or notification between the parties
hereto may be given by mailing the same through the
United States Postal Service (USPS), postage prepaid,
to the following addresses:
TO CD FINANCIAL:
President
Community Development Financial Corporation
1620 Eye Street N. W. Suite 508
Washington, D. C. 20006
with copies to:
Vice President
Community Development Financial Corporation
8840 Warner Avenue Suite 203
Fountain Valley, CA. 92708
GRANTEE:
Director of Community Development
(or his/her designee)
or to such other addresses as either party may, in
writing, hereafter indicate as provided herein.
The date of deposit with the USPS of such mailing
shall constitute the first day of required
notifications.
G. This Agreement and any agreement, document or
instrument attached hereto or referred to herein,
integrate all terms and conditions mentioned herein
or incidental hereto, and supersede all oral
negotiations or prior writings with respect to the
subject matter hereof. In the event of any conflict
between the terms, conditions and provisions of this
Agreement and any other such agreement, document or
instrument, the terms, conditions and provisions of
this Agreement shall prevail.
H. This Agreement shall be governed by and construed
in accordance with the laws of the State of
California.
I. This Agreement shall be binding upon the successors
in interest of the parties hereto. Neither party
may assign its rights or obligations hereunder
without the prior written consent of the other.
J. CD FINANCIAL acknowledges that this Agreement is
subject to all applicable provisions of the Grantee
Charter and local codes and ordinances.
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1
•
K. CD FINANCIAL shall provide to the Grantee an July 1st
of each year of this Agreement sufficient
information, as requested by Grantee, regarding its
current bonds, licenses and insurances to assure that
the Grantee is protected in the event of fraud,
theft, bodily damage and/or property damage by CD
FINANCIAL'S officers, employees, or agents. CD
FINANCIAL warrants that is shall have in full force
during the life of this Agreement sufficient bond and
insurance coverage as may be required by the Grantee.
L. The Grantee's Director of Community Development, or
his or her designated representative, is authorized
and directed, for and on behalf of the Grantee to
administer this Agreement and all matters in
connection with it.
VIII
Egual oegortunity
During the performance of this Agreement:
A. CD FINANCIAL will not discriminate against any
employee or applicant for employment because of their race,
religious creed, color, national origin, ancestry, physical
handicap, medical condition, marital status, sex or sexual
orientation. CD FINANCIAL will take affirmative action to ensure
that the applicants are employed, and that employees are treated
during employment without regard to their race, religious creed,
color, national origin, ancestry, physical handicap, medical
condition, marital status, or sex. Such action shall include, but
not be limited to, the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or
termination, rates of pay or other forme of compensation and
selection for training, including apprenticeship.
D. CD FINANCIAL will, in all solicitations or
advertisements for employees placed by on behalf of CD FINANCIAL,
state that all qualified applicants will receive consideration for
employment without regard to race, religious creed, color,
national origin, ancestry, physical handicap, medical condition,
marital status, sex or sexual orientation.
C. CD FINANCIAL will cause the foregoing provisions to
be inserted in all subcontracts for any workcovered by this
Agreement so that such provisions will be binding upon each
subcontractor, provided that the foregoing provisions shall not
apply to contracts or subcontracts for standard commercial
supplies or raw materials.
Page 18
Ix
Termination of Services:
A. In the event of breach of any condition or provisions
hereof, the Grantee shall have the right, by prior written notice
to CD FINANCIAL, to terminate its employment hereunder and cancel
this Agreement and have the work called for hereby otherwise
performed, without prejudice to any other rights or remedies of
the Grantee. The Grantee shall have the benefit of such work as
may have been completed up to the time of such termination and
with respect to any part which shall have been delivered to and
accepted by the Grantee, there shall be equitable adjustment of
compensation.
B. Irrespective of any default hereunder, the Grantee
may also, at any time at its discretion, terminate this Agreement,
in whole or in part, by giving CD FINANCIAL forty-five (45) days
written notice thereof and in such event, CD FINANCIAL shall be
entitled to receive compensation specified herein for all work
completed and accepted prior to such forty-five (45) days notice
of termination or cancellation, but not yet delivered to the
Grantee. CD FINANCIAL at its discretion may
terminate this Agreement, in whole or in part, by giving the
Grantee forty-five (45) days written notice.
C. The term of the Agreement shall commence upon
execution of this Agreement by both parties and shall continue for
one year thereafter. This Agreement shall automatically renew for
successive one year terms.
IN WITNESS HEREOF, the Grantee and CD FINANCIAL have executed this
Agreement as of the Date first hereinabove set forth.
GR E: City of Cupertino
By: •
(Authorized Official)
Date: 2V7
COMMUNITY DEVELOPMENT FINANCIAL
CORPOR/ ION
By: arnteildelej
Date: + b
Page 19