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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. z abed seasppe arcs qor (o esasppe pus aweu (e)soroes}uo0 (q esasppe pus aweu (s)sanossog (e :e;ep bufnoTTo; aq; apnTouT TTege uof}ons}euI }uawassngs q ueol ayy •1YIONYNId Q0 0} suof}ons}euI ;uawasingeTQ ueol pa}aTdwoo pus epaaoosd ueoT puss flints as}uuJO ay} '6uTeoTo ueoT uodn •T :}uawassngefQ puna •0 epaaoosd ueol (p a6ue40 aT}Ty ;o aof}oN so; ;sanbau (o ;uawnoop 6ufsnoas say}o so 'aBe6}sou '}ensy ;o paaQ (q suof}ons}euI }uawaesngefQ uu01 (e :BuTeoTTo; ay; o} pa;PITT aq }ou TTeya ;nq apnTouT TTeya 1YIONYNId GO a; pausn}as s}uawnoop yons •Aouabe Te6aT a;eTsdosdde ay; 41.fn uof;epsooas pus 6ufesaoosd Teui; soy 1VIONVNId GO 0; yons usn}as pus a}uawnoop ueoT pasfnbes TTe a}noaxa ATa;efsdosdde -flame as;usag ay; pus sanossoq ems •Z ee;ues0 ay; pus 1VIONYNId Q0 Aq o} paasBe s;uawnoop say}0 (8 }uewa}e}s asnsoTosca 6uTpual of 4}nsy (y abuey0 aT}fy ;o aof}oN so; ;eanbeu (a }uawnoop 6ufsnoes saq}o so 'e5e6}sou ';ensy- yo pew( (p uoTeeToag ;o aof}ou (o e;ou 6soaeTwosd (q suof}ons}euI }uewaesngeTQ 0801 (e :6uTADTT9; ay; o; pa}TwTT }DU }nq BuTpnTouT uof}noaxa so; peaadasd a}uawnoop pa}eTas TTe eXep esaufenq (S) a^f3 uT4}TA as}ueJQ ay} o} usn}as pus asedasd Trails 1YIONVNId Q0 ';eanbas ua}}Tsn pfee ;o }dfaoas o} }uenesnd •aa}ues0 ay; 00S; 1VIONYNId QO o} papsenso; eq Treys a}uawnoop ueoT TTe ;o uof}esedasd so; ;eanbas ua;;Tsn e 'ee;ue-Q aq; Aq panosdde oT ueoT passayep so/pus (pazf}sows) }oasfp a U•eJegM •T uoT}esedasd }uewnooa ueol •9 •1VIONVNId GO Aq o} p00s5e -pus as;ues0 Aq pa}eanbea se (e)}uawnoop say}0 (p TeSTesdde uy (o }sodas am; aTgeofTdde uy (q • ;sodas }Tpaso y (e :apTnosd TTeye 1VIONVNId GO 'aa}ues0 ay; won ;eenbas ua};Tsw u0 •1 - buTssaoosd Ue01 •Y 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 Page 35 • 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. Page 17 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