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HomeMy Public PortalAboutC-23-058 - AMERINAT 2023 MAR 29AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND THE CARSON HOUSING AUTHORITY AND AMERINATIONAL COMMUNITY SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into October 10, 2022, by and between the CITY OF CARSON, a municipal corporation, and the CARSON HOUSING AUTHORITY, a public body formed under the California Housing Authorities Law (Health and Safety Code Sections 34200, et seq.) ("Authority"), on the one hand (collectively, "City," except that where the context so indicates, "City" may refer individually to either the City of Carson or the Authority; for the avoidance of doubt, "City" as used in the indemnification and insurance provisions of this Agreement shall mean the City of Carson and the Authority) and AmeriNational Community Services, LLC, DBA AmeriNat, a Minnesota Limited Liability Company ("Consultant" or "AmeriNat"), on the other. City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." NOW, THEREFORE, the parties hereto agree as follows: 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Consultant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City of Carson and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement. 1.4 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit `B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit `B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 2. COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached 01007.0001/815804.5 1 hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Twenty -Four Thousand Dollars ($24,000) ("Contract Sum"). 2.2 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all services, costs and expenses by the categories set forth in Section VI of Exhibit "C," Schedule of Compensation. Subcontractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City's warrant run procedures, City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.3 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by City. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty (30) days cumulatively. 01007.0001/815804.5 -2- 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D" ). 4. COORDINATION OF WORK 4.1 Representative of Consultant. Claudia Herrera, Investor Services Manager, is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant. Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, and shall keep City informed of any changes. 4.2 Contract Officer. Saied Naaseh, Community Development Director, or such other person as may be designated by the Executive Director, is hereby designated as being the representative the City authorized to act on its behalf with respect to the work and services specified herein and to make all decisions in connection therewith ("Contract Officer"). 4.3 Prohibition Against Subcontracting or Assignment. Consultant shall not contract with any entity to perforin in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 4.4 Independent Consultant. Neither City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City. 01007.0001/815804.5 -3- 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars, and any other automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related is services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. (e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B". (f) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. (g) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than 01007.0001/915804.5 -4- the minimums shown above, City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant. 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name City and its elected and appointed officers, employees and agents as additional insureds, and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against City or its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by City. City reserves the right to inspect complete, certified copies of and endorsement to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City or its officers, employees or agents. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by City's Risk Manager or other designee of City due to unique circumstances. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless City and its respective officers, employees, and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 01007.0001/815804.5 -5- 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require. 6.3 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. 6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the "documents and materials") prepared by Consultant in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim 01007.0001/815804.5 -6- for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed .'works made for hire" for City. 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes. Default. In the event that Consultant is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. If Consultant does not cure the default, City may take necessary steps to terminate this Agreement under this Article. 7.3 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either parry 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. 7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by 01007.0001/815804.5 -7- the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit "C". In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.5 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed City as previously stated. S. MISCELLANEOUS 8.1 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class 8.2 Non -liability of City Officers and Employees. No officer, employee or agent of City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by City or for any amount, which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.3 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of City to the attention of the Contract Officer (with her/his name and title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 8.4 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between 01007.0001/815804.5 -8- the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 8.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 8.6 Waiver. No delay or omission in the exercise of any right or remedy by non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.7 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 8.8 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 8.9 Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Agreement. 8.10 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "non -interests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants 01007.0001/815804.5 -9- and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. 7 Consultant's Authorized Initials LV 8.11 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [Signatures on the following page.] 01007.000 118 1 58 04.5 -10- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date(s) and year set forth below, with express intent that this Agreement shall be effective as of the date first -above written. AUTHORITY: CARSON HOUSING AUTHORITY David C. Roberts, Jr., Executive Director Date: , 2023 ATTEST: Dr. Khaleah K. Bradshaw, Authority Secretary APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, Authority Counsel [BRJ] CITY OF CARSON: CITY OF CARSON, a municipal corporation David C, Roberts, Jr., City Manager Date: _'2023 ATTEST: Dr. Khaleah K. Bradshaw, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [BRJ] 01007.0001/815804.5 -11- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date(s) and year set forth below, with express intent that this Agreement shall be effective as of the date first -above written. AUTHORITY: CARSON177ORITY Davi . Roberts, Jr., Executive Director Date: ATTEST: Dr. aleah K. Bradshaw, Authority Secretary ..,, riz'u 9 APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP UNUM Sunny K. Soltani, Authority Counsel [BRJI 01007.0001/815804.4 -11- , 2023 CONSULTANT: AMERINATIONAL COMMUNITY SERVICES, LLC, DBA AMERINAT, a Minnesota Limited Liability Co,pipany By: Name: /Q,2�Err11� Ttfti�sa Title: G` p Date: 02 �y , 2023 By: W)—" ow�_ Name: Title: 0,F0 Date: , 2023 Address: If Consultant is a limited liability company, any one of the following options will satisfy City's signature requirements pursuant to the Corporations Code. Option A: One signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. Option B: Signatures required from two managers unless the LLC is managed by one manager per its articles of organization, in which case only one signature from that manager is required. Option C: One signature required from any member unless the LLC is manager -managed per its articles of organization. Option D: One signature required from any manager if the LLC is manager -managed per its articles of organization. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF ORGANIZATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01007,0001/815804.5 -12- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA (Nlscc�ns� COUNTY OF LOS ANGELES w0 kAQS'k-9`- On I q , 2023 before me, fhc5nw4t -Frnast personally appeared Qrt,yc a, &, e n , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of true and correct. WITNESS myy�hand and official seal. Signature: ' " r�!�✓��~ the foregoing paragraph is Z-., 5/3a/;caaC( OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/815604.5 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNERS) OTHER THAN NAMED ABOVE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA W1sConS� rj COUNTY OF LOS ANGELES ('`, uLO419 On e I _i , 2023 before me,r'Ic npnxrz.rae n , personally appeared Z"-JIV "Xie, C la �. proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. �l�ti�e�1111111II1lll////!!! I certifyunder PENALTY OF PERJURY under the laws of t f �!- �� $fat the foregoing paragraph is true and correct.1 A ti WITNESS my hand and official seal. �? p�G Cyrl� tea.rn n = Signature: �t ,� ,; 's U 8 L °�b.... OF WIS0py o• OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/815804.5 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNERS) OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services: General Overview: AmeriNat will provide loan processing, servicing and underwriting services as necessary to meet the loan portfolio needs of City, which services may include the tasks of payment collection, processing and remittance, delinquency notices, escrow administration, 1098 reporting, collection services and other back-office functions necessary in effectively administering a loan program. AmeriNat will also provide, via its LoanLink solution, a robust loan accounting database accessible to City24/7/365 over the internet, containing standard and customizable investor reports and providing all borrower activity and loan history. The services shall be performed in compliance with applicable law, and may be performed with respect to any and all applicable loan types, programs, or funding arenas that comprise the loan portfolio of City to the extent AmeriNat is properly approved and authorized to perform such services by applicable regulatory authorities. A. Loan Servicing for Amortized and Deferred Loans Introductory Package: Upon boarding of each new loan, AmeriNat will send to each borrower a welcome package. This welcome package contains a Notice of Servicing Transfer, Fair Debt Notice, FACT Act Letter, and a variety of options to submit payments. 2. Collection and Remittance of Pavments: AmeriNat will collect payments from the borrowers through monthly or other scheduled remittances of principal, interest, fees, escrow balances and other identified payments. Payments can be made via check to a secure lock -box, online, via ACH, and through "check -by -phone" and (soon after the effective date of this Agreement) via the AmeriNat app. These remittances will be posted to the loan and ancillary records in accordance with the loan documents and the City's written instructions. Payments will be posted the same day as receipt. Funds will be maintained in an FDIC insured banking institution in a custodial account for the benefit of City and the borrowers as applicable. AmeriNat balances cash received and transmitted and loan portfolio totals on a daily and monthly basis. Remittances will be forwarded to City monthly net of fees and other authorized charges due to AmeriNat. 3. Payment of Propedy Taxes: At City's request, AmeriNat will order a tax service contract and monitor payment of property taxes. 4. Insurance Monitoring: AmeriNat will notify the insurance agent in writing that AmeriNat is monitoring premium payments and is to be made aware of delinquencies, non -renewals or cancellations. AmeriNat will force place insurance in accordance with respective regulation (see Insurance section). 01007.0001i81580a.s A-1 5. Escrow/Impound Account: If City chooses, AmeriNat will establish an escrow/impound account for any borrower for the payment of taxes and insurance. AmeriNat 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). For single family loans, unless applicable state law requires otherwise, AmeriNat's escrow analysis utilizes a 2 -month cushion in accordance with RESPA. This cushion is an industry standard and is intended to minimize the likelihood of escrow shortages / deficits when and if escrow disbursement items increase. If this cushion is not consistent with City's current escrow analysis process, borrowers' escrow analysis may result in a shortage and/or escrow payment increase at the time of AmeriNat's first analysis. This may impact borrowers' ability to make increased monthly payments to escrow. Should City request alternative handling of loan accounts with escrow payment increases, this may result in City incurring extraordinary services charges. If City chooses to establish an escrow/impound account, AmeriNat will also establish a Client Escrow Deficit account. This account is used to track and reconcile all advances made by AmeriNat on borrower accounts with escrow deficits as a result of payments made on the borrower's behalf in excess of their escrow balance. Additionally, this account also serves to track the monthly reimbursement to AmeriNat for the advances. The escrow deficit account will be reconciled monthly and the net change will be included or deducted from City's monthly remittance; a net shortage/negative will be deducted and a net overage/positive will be remitted. Advances made by AmeriNat that are not reimbursed by the City the following month will be subject to an interest charge of 1 % per month compounded until said reimbursement occurs. Regardless of whether or not the net shortage/negative is deducted from remittance, City remains responsible for all escrow advances made by AmeriNat At portfolio transfer, AmeriNat will require a cash deposit of the total amount of positive escrow balances. If there are borrowers with negative escrow balances, the negative amounts cannot be netted against, or deducted from, the amounts due for the positive balances. Should recurring advances become necessary, AmeriNat reserves the right to request the City to deposit an amount into reserve to cover the anticipated necessary advances. 6. Late Fees: In keeping with the provisions of City's promissory note, AmeriNat will assess and retain a late fee when payment is not made within the grace period. B. Lender Placed Insurance 01007.0001/815804.5 In accordance with applicable regulation, upon notification of a policy cancellation from the borrower's insurance carrier, or when proof of a current policy is not received, AmeriNat will request lender -placed insurance from AmeriNat's insurance provider. AmeriNat executes the force -placement of insurance on a portfolio wide level, meaning it is done for all loans in the portfolio for which insurance has lapsed. If City wishes to select loans for the force placement of insurance on an "as requested" basis, it will be City's responsibility to verify the placement has been completed by AmeriNat. This quality control step aids in ensuring that City's instructions were received by AmeriNat, usually via email. City can review the coverage through monthly reports from AmeriNat indicating insurance status. 1. Coverage is instantly bound upon receipt of request with an effective date up to 90 days prior to receipt of the request. 2. AmeriNat's insurance provider or their carrier will send out three letters to the borrower over the course of forty-five days. If the borrower provides proof of coverage, lender -placed coverage will be cancelled. 3. If the effective date of this coverage is the same and there is no lapse in coverage, there will be no premium charged. If there is a lapse in coverage, there may be a fee charged to the borrower's account for an earned premium. 4. If the borrower does not provide proof of coverage, AmeriNat's insurance provider will send an insurance policy and notification of premium to the borrower and bill AmeriNat for a one-year policy. If the borrower does not have an established impound account; AmeriNat will create one and disburse the premium from it. If the borrower fails to pay the premium before the end of the month, and the disbursed premium results in an escrow deficit balance, said balance will be accounted for in that month's reconciliation of the Client Escrow Deficit Account. If the aggregate portfolio remittance for said month is insufficient to cover the deficit amount, City will be billed and responsible for the cost until recouped from the borrower. Any pay-off quotations or demands will reflect any impound deficit amounts (caused by the cost of any forced -place insurance or other advances) so that the borrower will still be held responsible for the cost even if they are unresponsive. The Portfolio Status Report, delivered monthly to City, will also reflect such negative impound balances (i.e. the total amount of such premiums owed by the borrower). 5. The one-year policy is cancelable at any time by either AmeriNat or City. C. Non -Sufficient Funds (NSF) Checks If a check is returned unpaid due to non -sufficient funds, a returned check fee will be assessed to the borrower. A letter will be sent to the borrower requesting immediate 01007.0001/815804.5 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. D. Account Inquiries Borrowers and City have 24-hour electronic access to their loan information via AmeriNat's website at www.amerinatls.com. Borrowers will be able to view their loan information via the AmeriNat app (coming soon after the effective date of this Agreement). Continuous access to all loan account information is also provided during normal working hours through AmeriNat's toll-free customer service telephone lines. In addition, hard copy account payment histories or other information can be provided through facsimile transmission or email. When requested by a borrower, AmeriNat will provide, without charge, a detailed statement of all transactions relating to the borrower's payments and/or escrow account. E. Additional Portfolio Management Services Loan Payoff Quotations, Satisfactions, Reconveyances: AmeriNat will provide Loan Payoff Quotations and will perform Satisfactions and Reconveyances of Mortgage at the borrower's expense at City's request. 2. Loan Amortization Schedules: AmeriNat will provide Loan Amortization Schedules upon request. 3. Tax Forms: Pursuant to IRS regulations and, on behalf of City, AmeriNat will submit required tax forms for borrowers paying interest on City loans. 4. Year -End Account Summary: If required by regulation, AmeriNat will supply a year-end account summary statement to a borrower if there has been principal, interest or escrow activity on their account. The report will indicate principal and interest paid, amount of payments AmeriNat made on the borrower's behalf for taxes and insurance, and remaining escrow balance. 5. Tickler Notifications: AmeriNat will provide for an annual tickler notification at City's request. 6. Loan Confirmation Audits. AmeriNat will complete loan confirmation audits when requested by City, borrower, or auditors of either. Information requested generally includes unpaid principal balance, interest rate, date to which interest has been paid, terms of payment of principal, current escrow deposit amounts, and escrow amounts paid during a specified period. F. Loan Transfer 01007.0001/815804.5 In the event City requires AmeriNat to transition loans back to City or to another servicer, AmeriNat will gather and package loan files (electronic copy) for shipment. AmeriNat's client services team will work with the Contract Officer to electronically transmit servicing data in a mutually agreed upon format. G. Loan Reconstruction AmeriNat is able to prepare loan reconstructions to determine posting accuracy and compliance with promissory notes, truth in lending statements, and other applicable related loan documents. This involves a detailed review of loan terms and reconstructing the posting of payments in accordance with the terms. Fees for reconstruction work can be quoted upon request. H. Collections and Loss Mitilzation Collection efforts are conducted in accordance with City's requirements, pertinent regulations, GSE/insurer requirements and industry standard practice. These activities include the following steps: 1. 5 -da nice: AmeriNat forwards its first letter to delinquent borrowers at or about 5 days past the payment due date. Borrowers are reminded and encouraged to contact AmeriNat to discuss difficulties they may be facing in meeting their obligations. 2. Delinquency/Default Letter Production: Letters of varying tone and composition will be sent at 15, 30 and 45 and 90 days past the payment due date. The 45 -day letter will include the Consumer Financial Protection Bureau (CFPB) mandated notification informing the borrower of the available loss mitigation options. The 90 -day letter will detail for the borrower possible escalated collection activity up to and including foreclosure. The letters emphasize the seriousness of the situation, the potential for Loss of the, borrower's property, and demand immediate payment. Borrowers are also encouraged to apply for federal or state relief programs that may be available. 3. Due Diligence Phone Calls: Attempts are made in accordance with HUD guidelines for contacting the borrower as soon as the loan becomes delinquent. Telephone calls will be placed on a regular basis as loans remain under active delinquency follow up. Calls to single family mortgage borrowers are made in accordance with CFPB guidance and best practices. Live contact is attempted with the borrower beginning not later than the 17th day of delinquency, under a good faith goal of establishing contact with the borrower by the 36th day of delinquency. One or more subsequent attempts to contact the borrower will generally be made every 30 days thereafter. 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. 01007.0001/815804.5 4. Credit Reporting: AmeriNat will report borrower payment activity and status codes to the credit bureaus monthly. 5. Confirmation Letters: Contact with borrowers is used to solicit commitments to repay past due amounts. Borrowers are provided an opportunity to bring the loan current immediately, and within six months. Once a commitment is gained, AmeriNat will forward a confirmation letter to document both the call and the commitment. The revised payment plan of no greater than six months' duration is then implemented. Default under this plan may cause AmeriNat to recommend foreclosure. I. 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 AmeriNat, with notice immediately provided to City. Formal modifications to promissory note terms and forbearance plans of greater than six months' duration are forwarded to City for pre -approval. Before the borrower executes the agreement, City is requested to approve the plan. Once approved, AmeriNat will implement the new payment schedule. Should a borrower default from the new payment schedule without cause, AmeriNat 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, AmeriNat will document the circumstances and provide the following: i. Letter from borrower requesting City's consideration of hardship ii. Nature of the hardship iii. Expected duration of the hardship iv. Evidence to substantiate hardship v. Forbearance Plan Proposal If City approves the Forbearance Plan Proposal and executes the agreement with the borrower, AmeriNat will resume loan servicing under the new payment plan. The file will be tickled for follow-up at the expiration of the temporary plan. J. Loan Modification Analysis 1. Preliminary Screening: When initial contact with the borrower indicates a short term forbearance agreement will not be enough to bring the account current, and initial assessment of the borrower's circumstances indicate the borrower may 01007.0001/815804.5 possibly be eligible for an available loss mitigation option, the borrower will be encouraged to submit a loss mitigation application. 2. Application: Upon receipt of a loss mitigation application, AmeriNat will review the application to determine supporting materials are present and that the forms are complete. Support materials may include but are not limited to, paycheck stubs, W -2's, Federal Tax Returns, bank statements, mortgage statements, property tax bills and insurance policies. Once the application is reviewed and found to be complete, a credit report and escrow analysis are ordered, as applicable, and the application is submitted to underwriting. Analysis and Recommendation: Underwriting of the application is performed using City's eligibility criteria. This analysis will reflect information such as ability to repay or affordability (debt -to -income ratio), status of 1 st mortgage, and occupancy. Based on the foregoing, the recommendation will convey whether it is reasonable to proceed with the modification and what type of modification will best suit the needs of the borrower and City. The recommendation along with the supporting documentation will be sent to City for approval. 4. Approval: Once a loan modification has been approved, AmeriNat shall prepare and forward the required documents to the borrower for signature and recording, unless City retains these functions. If the City retains approval authority, the City agrees to return the decisioned application within 5 business days of receipt. After the documents have been executed, originals will be retained by City and copies will be sent to AmeriNat along with funds required for escrow, legal fees, etc. After receipt of executed modification documents, AmeriNat will make the appropriate modifications to the loan, send the borrower new payment coupons, if applicable, and electronically notate the account. Respective modification documentation will be retained in the electronic loan file. K. Loan Foreclosure The mortgage transaction and 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. AmeriNat 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, AmeriNat will recommend foreclosure. This step is generally not taken until after a loan becomes over 120 days delinquent. Upon City's approval, and in accordance with respective local, state and federal statutes, AmeriNat will send the borrower a notice of intent to foreclose/demand letter, with a copy to City. If no response is received within 30 days, AmeriNat will 01007.0001/815804.5 advise the City of the non -response. Upon the Contract Officer's direction, AmeriNat will proceed to foreclosure. AmeriNat will properly document all steps taken to affect a cure. If the loan is not reinstated or paid off, AmeriNat will continue foreclosure up to and including the sale of the property. If City desires AmeriNat to perform property management, a third -party property management vendor will be engaged, subject to City approval. AmeriNat can identify, track and pay bills related to property preservation, the costs of which remain the responsibility of City. Upon sale of the property, AmeriNat will return all proceeds of the sale to City less foreclosure fees and any previously un -reimbursed costs incurred. In the event the borrower reinstates the loan, AmeriNat will remit to City all payments received from the borrower. For those loans that are reinstated by the borrower, AmeriNat will resume normal servicing functions. L. Bankruptcy Administration Services 1. Chapter 13 Bankruptcy: a. Upon receipt of notification from a court of law, debtor (borrower), or City, of a Chapter 13 bankruptcy for a debtor serviced by AmeriNat, AmeriNat will notify City of its intention to file a Proof of Claim as well as supporting bankruptcy documentation, and upon City approval, will file with the appropriate court. Upon receipt of a returned filed Proof of Claim from the court, AmeriNat will forward a copy of same to City and will begin monitoring post and pre-petition payments to borrower's loan account. b. Upon default of borrower in the remittance of post-petition payments, AmeriNat will notify the borrower's (debtor's) counsel of the default, instructing that any further default will result in the filing of a Motion for Relief. If the borrower has no legal counsel and has filed their bankruptcy petition "pro se", (on their own behalf) or with the assistance of a licensed paralegal, AmeriNat can communicate directly with the borrower. In addition, notification of the default will be forwarded to the Trustee's office. Should there be a continued default in post-petition payments, and at the instruction of City, AmeriNat will file the Motion for Relief. Once authorized by the court, and as directed by the Contract Officer, AmeriNat may then begin foreclosure proceedings. 2. Chapter 7 Bankruptcy: a. Upon receipt of notification from a court of law, debtor (borrower), or City, of a Chapter 7 bankruptcy for a debtor serviced by AmeriNat, AmeriNat will modify the account in preparation for monitoring of payments. Additionally, a Reaffirmation Agreement will be generated and forwarded to the borrower's 01007.0001/815804.5 attorney (debtor's counsel) for signature, and to the appropriate court upon receipt of the executed document. This fully enforceable agreement, if executed, will retain the lien as secured and will keep the lien from being discharged as part of the Chapter 7 discharge. If the borrower has no legal counsel and has filed their bankruptcy petition "pro se", (on their own behalf) or with the assistance of a licensed paralegal; AmeriNat can communicate directly with the borrower. b. Upon default of borrower's remittance of payments during the bankruptcy, AmeriNat will contact the borrower's (debtor's) counsel and Chapter 7 Trustee advising of the default, but if filed pro se, then the debtor would be contacted directly. C. Should the Chapter 7 Trustee determine that assets are available for distribution to creditors, then subject to City approval, AmeriNat will file a Proof of Claim on behalf of City. M. Subordination Processing 1. Subordination Request Package: Upon receiving a request for subordination, AmeriNat will send a Subordination Request Package to the borrower or designee (lender or title). City may require the borrower to pay the cost of the subordination processing at application or City may pay the cost upon billing from AmeriNat. 2. Review Process: The purpose of the subordination review process is to determine that the new senior loan on the borrower's property will be made in conformance with the City's subordination policy and that the City's title position and security for its note is properly treated. Also, a review of income of the borrower may be performed if there are ongoing restrictions on income levels for the program participant. Documentation typically required for the review may include the following: a. Letter from borrower with reasons for requesting subordination b. FNMA 1003 application, or other applicable application, for new senior loan c. Lender's approval of new senior loan d. Title report e. Appraisal f. Closing instructions and estimated closing statement g. Credit report (if required) h. Tax return or other income documentation (if required) i. Completed Subordination Agreement ready for signature j. Request for Notice document on new senior loan(s) 01007.0001/815804.5 3. Document Preparation: AmeriNat prepares subordination documents, or can review documents prepared by the new senior lender. These documents generally include: a. Subordination Agreement b. Request for Notice document on new senior loan(s) c. Closing instructions Recommendation: At the completion of the review, a report is forwarded to City with a recommendation to either approve the request and to execute the Agreement, or to deny the request. The report will contain a recapitulation of pertinent information such as lowered monthly payment amounts, old and new LTV's, new and old senior debt loan amounts, etc. 2. Approval: Upon City's approval of a request for subordination, City will forward to borrower's lender or Title Company: a. Completed and executed Subordination Agreement between City and borrower b. Closing instructions dictating terms / use of Subordination Agreement document c. Request for Notice document for new senior loan N. Income Re -verifications 1. Level One (Income Only): a. In keeping with the provisions of the borrower's promissory note and/or loan agreement, AmeriNat will forward an income re -verification package to the borrower. The package will contain instructions and forms needed to complete the re -verification. b. If the required information has not been received within two weeks, AmeriNat will send a reminder letter. c. If the borrower fails to respond within the allotted time frame, AmeriNat will notify the Contract Officer of the borrower's non-compliance. d. Upon receipt of a completed re -verification package, AmeriNat will perform the following tasks: Verify that forms are complete and proof of income has been received. Calculate the borrower's income to determine continued compliance with City's program requirements for income. 01007.00 0 118 1 5 8 04.5 - Forward re -verification report to Authority, with a recommendation for continued deferral or amortization. - If the recommendation is to amortize the loan, and City approves, AmeriNat will prepare necessary loan documents (additional charges will apply). The loan documents will be forwarded to Authority for borrower and City s signatures. AmeriNat will record necessary documents and will begin collecting under the new payment schedule. 2. Level Two (Income, Debt, and other Program Requirements): Includes all level one services plus the following: a. AmeriNat will order credit reports on borrower and will calculate the borrower's debt to income ratio to determine if borrower has present capacity to make monthly loan repayments; b. AmeriNat will receive documentation (established by Authority) to determine that program requirements have been met, e.g. continued occupancy, insurance, etc. c. AmeriNat will forward a re -verification report that includes the status of the borrower's income, capacity for incurring additional monthly note repayments, and compliance with City's program requirements. O. Property Conditions Profile and Affidavit of Owner 1. Property Conditions Profile: a. AmeriNat engages a site visit of the owner's property to determine the outer condition of the dwelling and the condition of any detached structures and grounds. Two photos will he taken to document the condition of the property. NOTE: AmeriNat will not, at any time, enter upon the owner's private property. b. Property profiles shall rate (good, fair, poor) the condition of the property, and also comment on the following: roof type, property type, structure color, neighborhood condition, construction type, environmental hazards, and status of utilities. c. If the dwelling appears vacant or abandoned, it will be noted in the report. d. Property profiles may be ordered by City for varying frequencies, e.g., once every two years, once every three years, etc. 2. Residency Verification: 01007.0001/815804.5 AmeriNat 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 If no response is received within two weeks, AmeriNat will send a second letter, again requesting owner to sign and return affidavit. AmeriNat will compile responses and will forward original affidavits to City. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to City: A. All reports and information as set forth in Section I1I. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep City updated of the status of performance by delivering the following status reports: AmeriNat's standard reports are designed to meet City'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. Reports are available to City online through AmeriNat's internet LoanLink service. Through LoanLink, City has unlimited access to account and portfolio data and can view the information as well as generate reports that can be downloaded into Excel. A. Portfolio Status Report - This report provides a comprehensive accounting per loan of the total portfolio on a monthly basis. 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. B. Current Month Reconciliation Report - This monthly report serves as reconciliation for the loan payments remitted by borrowers. C. Delinquent Aging Report - This report reflects delinquent accounts at the 30, 60, 90, and over 90 -day levels as of the end of the month. Borrower accounts moved into the forbearance or foreclosure process are designated. D. Fee Detail Report - This monthly report details AmeriNat's fees assessed and overall remittances on a per loan basis. 01007.0001/815804.5 E. Escrow Deficit Report - This monthly report details advances made by AmeriNat on borrower accounts with deficient escrow balances and tracks the amount to be included with or deducted from City's monthly remittance; a net shortage/negative will be deducted and a net overage/positive will be remitted. F. Account Information Report - This report provides a borrower profile, loan term and current balance and status information for individual borrower accounts within a client's portfolio. It includes a vast amount of information on particular accounts within City's portfolio. G. Payment History - This report details transactions on individual accounts for the current year's activity. H. Payment History with Memos - AmeriNat uses a series of memo codes to help classify various borrower requests or processing activity. Activities subject to memo code classification include, for example, insurance request letters, 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 AmeriNat personnel. I. Additional Standard Reports available online or upon request: a. Borrower with Balances. b. Open Accounts. C. Closed Accounts. d. Account Status Report. e. Account Memo Listing Report. £ Borrower Property Information. g. Loan Amortization Schedule. h. Escrow Activity/Analysis Report. i. Late Charge Activity. j. Daily Transactions Summary. k. Manual Adjustments. 1. Borrower Loan Information. IV. Consultant shall perform all Services in compliance with the following requirements: 01007.0001/815804.5 A. Each task shall be indicated by a written request produced by the Contract Officer with a description of the work to be performed, and the time desired for completion. If a task constitutes generally servicing, administering, or performing all relevant duties related to management of a new loan(s) or loan case(s) or aspect thereof (it being acknowledged that some loans or loan cases are already being administered, managed or otherwise serviced by Consultant as of the effective date of this Agreement, and that specific authorization from the Contract Officer shall not be required for Consultant to continue performing such services under this Agreement, although the Contract Officer may require a Task Proposal for continued services related to any such loan or loan case), such services may be authorized on a case-by-case basis in accordance with this section, with only initial authorization from the Contract Officer required, and with no further authorization required for the performance of daily duties, actions or functions within the scope of the initial authorization, except as otherwise required by the Contract Officer. Notwithstanding the foregoing, no such general case management authorization shall preclude the City or the Contract Officer from exercising the City's rights pursuant to this Agreement, at any time, to terminate any services or require Consultant to cease performing any services until further authorization is granted. The Contract Officer may authorize specific actions, duties or functions with respect to a given loan or loan case that do not constitute or fall within the scope of previously -authorized general case management services, or for which general case management services have not been authorized, provided the request is authorized in compliance with this section and applicable law. All tasks shall be carried out in conformity with all provisions of this Agreement. B. Consultant shall prepare a written description of the requested task including: all components and subtasks; the not -to -exceed cost to perform the task ("Task Budget"), using the itemized fees in Exhibit C; an explanation of how the cost was determined; and, a schedule for completion of the task ("Task Completion Date"); which shall all collectively be referred to as the "Task Proposal." C. Contract Officer shall in writing approve, modify or reject the Task Proposal, and may issue a Notice to Proceed. D. The task shall be performed at a cost not to exceed the Task Budget. E. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date. V. All work product is subject to review and acceptance by City, and must be revised by the Consultant without additional charge to City until found satisfactory and accepted by City. VI. Consultant will utilize the following personnel to accomplish the Services: A. Adrienne Thorson, Chairwoman and CEO 01007.0001/815804.5 B. Shaunda Clark, Chief Financial Officer C. Jody Montgomery, Chief Technology Officer D. Michael Torres, Chief Product Officer E. Jason Knapp, SVP of Operations F. Katie Lee, Director of Investor Services G. Debbie Vranesh, Director of Operations H. Claudia Herrera, Investor Services Manager I. Danny Martinez, Loan Underwriting Manager J. Christina Arteaga, Loss Mitigation Manager K. Frank Camble, Customer Service Manager L. Mary Puertos, Payment Processing & Monitoring Manager M. Danielle Wangsness, Investor Reporting & Accounting Manager N. Jason Rembert, Quality Control Manager 01007.0001/815804.5 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) (additions shown in bold italics, deletions in strikethrough) I. Section 3.4 ("Term") of the Agreement is hereby amended to read in its entirety as follows: "3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three years ene r" from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit `D')." II. Subsection (c) ("Automotive Insurance") of Section 5.1 ("Insurance Coverages") of the Agreement is hereby deleted. 01007.0001/815804.5 B-1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall establish a Task Budget for each Task. The Task Budget shall identify the subtasks and be based on the rates applicable to performance of the subtasks as set forth in this Exhibit "C", and shall itemize all applicable costs. If payment is to be made other than at completion of the services, then the phases of the performance and percentage of payment due shall also be shown in the Task Proposal. II. Consultant shall perform the following Services at the following rates: Loan Portfolio Management Flow Loan Set -Up Fee: $55.00 per loan Monthly Service Fee for Amortized Loans: $15.00 per loan per month Escrowing and/or monitoring of taxes and insurance are included with the service at no additional cost except for a one-time tax service vendor fee if acceptable transferable tax contracts are not already in place. Additional monthly fee for loans over 60 days delinquent: $10.00 per loan. Monthly Service Fee for Deferred Loans: i. Warehouse: $3.00 per loan per month ii. Warehouse and monitor of taxes and/or insurance: $7.00 per loan per month plus a one-time tax service vendor fee. iii. Warehouse and escrow of taxes and/or insurance: $15.00 per loan per month plus a one-time tax service vendor fee. iv. Flat fee for receiving occasional payments on deferred loans: $15.00 per payment Monthly Minimum Billing. $666.67 If the cumulative amount of fees to be charged within one calendar month is less than the minimum monthly billing amount above, said amount will be charged. Tax Service Fee: If it is determined (with approval of City) that Tax Service is needed, then a one-time fee of $77.00 per loan for loan amounts up to $500,000 will be passed through to City. For loan amounts over $500,000, there is an additional charge of $10 per $100,000. Future charges C-1 01007.0001/815804.5 may vary based on outside vendor pricing, provided that any increase to such charges shall require a written amendment to this Agreement, duly approved and executed by the parties. Any additional or supplemental charges that may be imposed by the respective taxing authority for procurement of duplicate tax bills will be directly passed through to the City. Forbearance Plans: If requested by City, AmeriNat will charge a flat fee of $395.00 per loan per occurrence to institute a formal forbearance plan (usually in excess of 6 months in duration and with approval of City). City may require the borrower to pay this fee. Informal forbearances (usually less than 6 months in duration) to allow a delinquent borrower to catch up and bring their loan current are performed at no charge to the borrower or City. Loan Modification Analysis: AmeriNat will charge the following fees for a Loan Modification Analysis, if requested by City: 1. Analysis and Recommendation, plus outside costs *: $395.00 2. Subsequent Analyses and Recommendation (each): $165.00 3. Loan Document Preparation, plus outside costs *: $350.00 4. Document redraws (per occurrence): $165.00 Cancellation Fee: The fee due will be the sum of all fees for tasks (1-4 above) completed, plus one-half of the fee for the task in process at the time of cancellation. * Outside costs include, but are not limited to, title, credit, and appraisal / valuation. These costs are passed through from outside vendors and are subject to marketplace increases. Loan Foreclosure: If requested by City, AmeriNat will charge the following fees for Loan Foreclosure services: Document Preparation: A one-time charge of $455.00 to prepare documents to commence foreclosure proceedings and to manage the foreclosure process on behalf of City. In addition to the above foreclosure service fee, AmeriNat will deduct and pay from remittance or bill City for other costs incurred in the foreclosure process such as, but not limited to, conventional legal fees, sheriffs' deposits, bankruptcy closing costs, fees set by law, etc. These fees will be accurately quoted on a case-by- case basis upon request by the City and within all applicable statutory limits. 01007.0001/815804.5 2. Reinstatement Terms: The City reimbursement for foreclosure services rendered, and its costs and other charges, will be made by the borrower upon reinstatement or full payment of any Deed of Trust or Mortgage under foreclosure. 3. Property Management. $150.00 per property per month plus property management vendor fees. Property preservation expenses remain the responsibility of City. Bankruptcy Administration Services (if requested by City): 1. Account Modification Fee: $70 per occurrence to modify account for respective Bankruptcy monitoring. 2. Proof of Claim Filing Fee (per occurrence): a. $475 for Chapter 7. b. $1,350 for Chapter 13. 3. Reaffirmation Agreement Filing Fee: $350.00 per occurrence 4. Monitoring and Repayments Fee: $20.00 per loan per month for the duration of an active Chapter 7 or 13 case. This includes monitoring respective payment plans, discharges, and dismissals. 5. Motion for Relief Filing Fee: $280.00 per occurrence plus out-of-pocket fees and costs. Such fees and costs include, but are not limited to, obtaining local counsel in the bankruptcy jurisdiction, which is subject to approval of City. City will be responsible for the payment of fees for filing suit or related outside costs due AmeriNat that cannot be reimbursed from the borrower. Subordination Processing A fee of $465.00 per analysis per loan. Income Re -verifications A $320.00 per file charge will be made for a level one income verification. A level two verification, including income, debt and program requirements, will be conducted at a fee of $455.00 per file. Additional fees upon occurrence include: a. Ordering of any income verification documents, e.g. verification of employment, verification of deposit: $65.00 per document b. When a re -verification package, reminder letter, and report is issued by AmeriNat for non-responsive borrower, a cancellation fee of $90.00 per non-responsive file. 01007.0001/815804.5 c. To reopen a file that has been assessed a cancellation fee, the file will be the full fee less any previously assessed cancellation fee. d. On a file for which a recommendation has been provided but is thereafter resubmitted with changed or additional information, a re-evaluation fee of $95.00 per resubmission. Per -Event Fees: Tickler Notifications: A S 15.00 per notification may be charged Property Conditions Profile: $65.00 per occurrence Affidavit of Owner: $18.00 per loan (entire portfolio done at one-time) with a $500 minimum fee Loan Transfer Fee: $75.00 per loan one-time fee if transferred from AmeriNat Extraordinary Account Research and/or Loan Reconstruction AmeriNat will conduct ongoing routine maintenance and general customer service activities on borrower information and balances as part of its servicing duties at no additional cost. Should City request additional research to be conducted, or if City engages AmeriNat to conduct a Loan Reconstruction Service on its portfolio, an extraordinary research fee of $225.00 per hour will be charged, with a minimum of one hour per occurrence. Any such fee must be approved by City before the research is conducted. When research is conducted at the request of City because of a discrepancy between City's records and AmeriNat's records relating to the principal balance or other loan information, and the result of the research determines that the discrepancy was the result of activity being posted at City and not forwarded to AmeriNat for updating of its records, the extraordinary research fee will be charged for the time spent on the research. III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 2.3. IV. City will compensate Consultant for the Services performed upon submission of a valid invoice, in accordance with Section 2.2 and this Section IV. Each invoice is to include, to the extent applicable: A. Line items for all the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. 01007,0001/815804.5 D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. V. The total compensation for the Services shall not exceed $24,000, as provided in Section 2.1 of this Agreement. 01007.0001/815804.5 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform the services/tasks that are subject to specific on-call authorization as set forth in Section IV of Exhibit A timely in accordance with the applicable Task Proposal and shall complete such services/tasks by the applicable Task Completion Date. All other services (e.g., general case management of existing loan accounts administered by Consultant) shall be performed timely in accordance with the applicable timelines set forth in this Agreement (including Section I of Exhibit "A") on an ongoing basis throughout the term of this Agreement. II. Consultant shall deliver the following tangible work products to City by the following dates. A. All reports and information are to be delivered as set forth in Section III of Exhibit A III. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. D-1 01007.0001/815804.5 SOLE SOURCE VENDOR FORM Attach to all Sole Source Requisition CMC Chapter 6 (2611)(e) Sole Source Purchasing. The City Manager may dispense with this Chapter's bidding requirements if he or she finds that the materials, supplies, equipment, of services are unique because of their quality, durability, availability, or fitness for a particular use and are available only from one (1) source, or, if available from more than one (1) source, can be purchased from the manufacturer or service provider for a lower price. If the cost of such sole source purchasing is $25,000 orgreater, then the City Council's approval shall be required. Req No# Vendor's Name: AmeriNat Item/Service being purchased: ❑ One -of -a -kind The commodity or service has no competitive product (one of a kind) IS ONLY AVAILABLE FROM ONE VENDOR ANYWHERE.* ❑ No Substitute A component or replacement part has no substitute AND CAN BE FROM ONLY ONE VENDOR.* Compatibility is the overriding consideration. Needs to comply with ® Compatibility another product that is currently in place AND CAN ONLY BE OBTAINED FROM ONE VENDOR.* ❑ Delivery Date The ability of ONLY ONE VENDOR to meet a necessary delivery date AND DELIVERY DATE IS AN URGENT CONSIDERATION ❑ Follow-up Service ONLY ONE VENDOR is able to make on-call repairs at a particular location. ❑ Emergency Urgent need for the item or service does not permit soliciting competitive bids, as in cases of emergencies, disaster, etc. ❑ Manufacturer Product or service can only be obtained from this vendor because it is Direct from the manufacturer or from a manufacturer certified dealer/repair center.* Additional explain why this vendor is the only one able to provide the service/good: The city has contracted with AmeriNat, previously know as Amerinadonal Community Services providing services as the servicing company for all the FTHB loans for over 20 years. All payments and accrued interest for all open FTHB loans are collected by the vendor. They prepare all payoff demands, reconveyances, and any required documentation for any paid off loans to be recorded. azud��� City Manager Authorization / Date 0.04.19 sh Debra • • u u . - • ... - . Name/ Department * Attach a letter from the vendor stating they are the sole source provider of the material or service It AMERINAT9 February 14, 2023 Debra Scott City of Carson Community Development/Housing 701 East Carson Street Carson, CA 90745 RE: Sole Source Letter Dear Debra, This letter is to confirm that AmeriNat is the sole source provider of loan services for the City's FTHB loans. AmeriNat has provided these services to the City since 1999 and looks forward to continuing our relationship. Sincerely, �j YL am-, 4 th Amber Loverink Marketing & Contracts Manager Phone: (866) 779-5546 aloverink@amerinatls.com (888) 263-7628 • (507) 377-6030 •217 S Newton Ave., Albert Lea, MN 56007 • www.amerinatis.com Over 45 Years of Industry -Leading Experience Client#: 1951452 OSPLLC ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)3/09/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER USI Insurance Services, LLC CL 8000 Norman Center Drive, Suite 400 Bloomington, MN 55437 CONTACT Tami Hesthaven NAME: PHONE 262-302-2365 FAX 610-537-1954 A/C, No, Ext): AIC, No E-MAIL ADDRESS: Tami.Hesthaven@usi.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Great Northern Insurance Company 20303 X INSURED AmeriNational Community Services, LLC dba AmeriNat INSURER B: Federal Insurance Company 20281 INSURER C: Bankers Standard Insurance Co. 18279 Argonaut Insurance Company 19801 INSURER D : 9 P Y 5050 France Avenue South Edina, MN 55424 Certain Underwriters at Lloyds of Londo 15642N INSURER E : Y INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUB WVD POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP LIMITS MM/DD A X COMMERCIAL GENERAL LIABILITY X X 36031757 6/01/2022 06/0112023 EACH OCCURRENCE $110001000 4 ERENTED PREMISETO occu ence CLAIMS -MADE OCCUR $1,000,000 MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO - POLICY JECT LOC PRODUCTS -COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY X X 73627594 6/01/2022 MBINED 06/01/202 EO, ';cdenlSINGLELIMIT 1,000,000 ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED X X PROPEDAMAGE $ AUTOS ONLY AUTOS ONLY Per acciRTY dent B X UMBRELLA LIAB X OCCUR 79898650 6/01/2022 06/01/2023 EACH OCCURRENCE s5,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE s5,000,000 DED RETENTION $ $ C WORKERS COMPENSATION X 77171555 0610112022 06/01/202 X PER OTH- AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $1,0001,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT $1,000,000 D Professional Liab ML42637250 0512912022 06/0112023 $5,000,000 E Employee Theft MBBA2100397 5/29/2022 06/0112023 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Following Endorsements Apply To The Names/Projects/Events Listed Below Only If Required By Written Contract Or Agreement: General Liability: Additional Insured, Primary and Noncontributory per Form 80-02-2367; Waiver of Subrogation included in General Liability policy form. Automobile Liability: Additional Insured and Waiver of Subrogation per Form 16-02-0292. Workers Compensation: Waiver of Subrogation per form WC000313. Umbrella Liability follows form. The additional insured and waiver of subrogation coverages (See Attached Descriptions) MM:IZA 11 20fl"11:1111; LOJII IIJ =1 I Ley—,1ClyLEI _W2llLei 9 Cit of Carson SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City INSURANCE APPROVED THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 701 E Carson Street ACCORDANCE WITH THE POLICY PROVISIONS. Carson, CA 90745 PUG 3/9/2023 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 1 of 2 #S39358191/M36692872 ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD LMGBT DESCRIPTIONS (Continued from Page 1) indicated by the box(es) checked above are provided by the forms listed that only extend coverage if required of the insured by a written contract or agreement. Management Liability (D&O/EPL/FID/E&O) Policy No.: ML42637250 Maximum Aggregate Limit: $5,000,000 Directors & Officers Liability (D&O) Limit: $5,000,000 Retention: $400,000 Employment Practices Liability (EPL) Limit: $5,000,000 Retention: $350,000 Fiduciary Liability (FIDL) Limit: $3,000,000 Retention: $15,000 Errors & Omissions Liability (E&O) Limit: $5,000,000 Retention: $400,000 Mortgage Bond/Fidelity: Policy Number: MBBA2100397 Carrier: Underwriters at Lloyd's of London Effective Dates: 05/29/2022-06/01/2023 Limits: $9,000,000 Deductible: $50,000 Cyber Liability Policy Number: 2CIAMN17SO11194800 Carrier: Accredited Specialty Insurance Company Effective Dates: 05/29/2022-06/01/2023 Limits: $3,000,000 Deductible: $25,000 City of Carson, its elected and appointed officers, employees, volunteers and agents are Additional Insureds under General Liability on a primary and non-contributory basis and Automobile Liability as required by written contract. A Waiver of Subrogation applies in favor of City of Carson, its elected and appointed officers, employees, volunteers and agents under General Liability, Automobile Liability and Workers Compensation as required by written contract. SAGITTA 25.3 (2016/03) 2 of 2 #S39358191/M36692872 C H U B Bm Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization JUNE 1, 2022 TO JUNE 1, 2023 JUNE 1, 2022 3603-17-57 CHI OSP, LP GREAT NORTHERN INSURANCE COMPANY JUNE 6, 2022 Under Who Is An Insured, the following provision is added Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1 CHUBB" Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — If you are obligated, pursuant to a contract or agreement, to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Insurance — Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Q') --A"-1 Liability Insurance Additional Insured - Scheduled Person Or Organization Form 80-02-2367 (Rev. 5-07) Endorsement last page Page 2 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. — CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. 2. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an "insured" under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor; and (2) The "auto" is leased without a driver. Such leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You; 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating an "auto" with the permission of any of 1. and/or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 —WHO IS AN INSURED —of SECTION II — LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed under an express provision in a written "insured contract", written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an "insured". However, such person or organization is an "insured" only: Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" 3. 4. 5. (1) with respect to the operation, maintenance or use of a covered "auto"; and (2) for "bodily injury" or "property damage" caused by an "accident" which takes place after: (a) You executed the "insured contract" or written agreement; or (b) The permit has been issued to you. FELLOW EMPLOYEE COVERAGE EXCLUSION B.S. - FELLOW EMPLOYEE — of SECTION II — LIABILITY COVERAGE does not apply. PHYSICAL DAMAGE — ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. — TRANSPORTATION EXPENSES — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. AUTO LOAN/LEASE GAP COVERAGE Paragraph A. 4. — COVERAGE EXTENSIONS - of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the loan or lease for a covered "auto" minus: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue loan/lease payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; 2. Specified Causes of Loss Coverage only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered "auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. — COVERAGE EXTENSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: d. Rental Expense We will pay the following expenses that you or any of your "employees" are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or "loss" of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade-in value of the rental vehicle because of actual damage to that vehicle arising out of a covered "loss"; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2. and 3. combined. 7. EXTRA EXPENSE — BROADENED COVERAGE Paragraph A.4. — COVERAGE EXTENSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: e. Recovery Expense We will pay for the expense of returning a stolen covered "auto" to you. 8. AIRBAG COVERAGE Paragraph B.3.a. - EXCLUSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph CA.b. — LIMIT OF INSURANCE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: b. $2,000 is the most we will pay for "loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. 10. GLASS REPAIR — WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Under Paragraph D. - DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same "accident", the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when the "accident" is known to: (1) You or your authorized representative, if you are an individual; (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an "accident", claim, "suit" or "loss" by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.S. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for "loss" to which this insurance applies, provided the "insured" has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such "loss". To the extent that the "insured's" rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. — CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV — BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph B.S. - OTHER INSURANCE of SECTION IV —BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 16. HIRED AUTO — COVERAGE TERRITORY Paragraph B.7.b.(5). - POLICY PERIOD, COVERAGE TERRITORY of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (5) A covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17. RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of - SECTION V — DEFINITIONS is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the "bodily injury" sustained by that person. Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" CHUBS" Conditions Legal Action Against Us (continued) Other Insurance General Liability A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual: trial in a civil proceeding; or arbitration or other alternative dispute resolution proceeding; but we will not be liable for damages that are not payable under the terms and conditions of this insurance or that are in excess of the applicable Limits Of Insurance. If other valid and collectible insurance is available to the insured for loss we would otherwise cover under this insurance, our obligations are limited as follows. Primary Insurance This insurance is primary except when the Excess Insurance provision described below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in the Method of Sharing provision described below. Excess Insurance This insurance is excess over any other insurance, whether primary, excess, contingent or on any other basis: A. that is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar insurance for your work; B. that is insurance that applies to property damage to premises rented to you or temporarily occupied by you with permission of the owner; C. if the loss arises out of aircraft, autos or watercraft (to the extent not subject to the Aircraft, Autos Or Watercraft exclusion); D. that is insurance: 1. provided to you by any person or organization working under contract or agreement for you; or 2. under which you are included as an insured; or E. that is insurance under any Property section of this policy. When this insurance is excess, we will have no duty to defend the insured against any suit if any other insurer has a duty to defend such insured against such suit. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of loss, if any, that exceeds the sum of the total: • amount that all other insurance would pay for loss in the absence of this insurance; and • of all deductible and self-insured amounts under all other insurance. Liability Insurance Form 17-02-3080 (Rev. 4-01) Contract Page 23 of 32 Conditions Other Insurance We will share the remaining loss, if any, with any other insurance that is not described in this (continued) Excess Insurance provision and was not negotiated specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this method each insurer contributes equal amounts until it has paid its applicable limits of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method each insurer's share is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. Premium Audit We will compute all premiums for this insurance in accordance with our rules and rates. In accordance with the Estimated Premiums section of the Premium Summary, premiums shown with an asterisk (*) are estimated premiums and are subject to audit. In addition to or in lieu of such designation in the Premium Summary, premiums may be designated as estimated premiums elsewhere in this policy. In that case, these premiums will also be subject to audit, and the second paragraph of the Estimated Premiums section of the Premium Summary will apply. Separation Of Insureds Except with respect to the Limits Of Insurance, and any rights or duties specifically assigned in this insurance to the first named insured, this insurance applies: • as if each named insured were the only named insured; and • separately to each insured against whom claim is made or suit is brought. Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization, for loss to which this insurance applies, provided the insured has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them At our request, the insured will bring suit or transfer those rights to us and help us enforce them This condition does not apply to medical expenses. Liability Insurance For► 17-02-3080 (Rev. 4-01) Contract Page 24 of 32 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. For policies or exposure in Missouri: Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 06-01-22 Policy No. 77171555 Insured OSP, LP Insurance Company Bankers Standard Insurance Company WC 00 03 13 (Ed. 4-84) © 1983 National Council on Compensation Insurance. Countersigned By Insured Corw Endorsement No. Premium $ Incl. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. (❑) Specific Waiver Name of person or organization AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT (®) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL CALIFORNIA OPERATORS 3. Premium: The premium charge for this endorsement shall be 1 % percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: Authorized Representative This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 06-01-22 Policy No. 77171555 Endorsement No. Insured OSP, LP Premium $ Incl. Insurance Company Bankers Standard Insurance Company Countersigned By WC 90 03 75 (05/18) Insured Coiw C H U B Bm Policy Conditions Endorsement Policy Period JUNE 1, 2022 TO JUNE 1, 2023 Effective Date JUNE 1, 2022 Policy Number 3603-17-57 CHI Insured OSP, LP Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued JUNE 6, 2022 This Endorsement applies to the following forms: PROPERTY DECLARATIONS LIABILITY DECLARATIONS Named Insured Policy Conditions Form 80-02-9301 (Ed. 2-98) The Named Insured is amended to include the following: OSP, LP AMERINATIONAL COMMUNITY SERVICES LLC AMERINATIONAL COMMUNITY SERVICES LLC DBA AMERINAT AMERINAT LOAN SERVICES INC O'BRIEN-STALEY PARTNERS OSP, LLC THE AMERICAN DEPOSIT MANAGEMENT CO. ADM All other terms and conditions remain unchanged. Authorized Representative Named Insured last page Endorsement Page 1