Modesto City Council
June 11, 2024

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MODESTO CITY COUNCIL
www.modestogov.com
AGENDA
City of Modesto

CITY COUNCIL MEETING
Chambers, Basement Level
Tenth Street Place, 1010 10th Street
Modesto, California
Tuesday, June 11, 2024 at 5:30 PM
Roll Call - Councilmembers Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen
* Public Comment will only be in-person. Members of the public who wish to address the Council, by providing public comment, during the meeting must do so in-person in the Council Chambers.

As an alternative, members of the public may also provide written public comment submitted via email as indicated in the Submitting Comments by Email instructions on this agenda. Zoom will still be available for viewing and Wordly translation.
*Members of the public will be allowed to provide public comment through Zoom if a Councilmember is participating remotely pursuant to the provisions of Assembly Bill 2449. *Effective March 1, 2023, if a technical issue arises with Zoom or the phone dial-in option, the Council meeting will continue unless the meeting is being held pursuant to the provisions of Assembly Bill 2449. Alternative viewing options are listed below, and the meeting is physically open to the public.
“Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.
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You may observe a livestream of the meeting at http://media.modestogov.com. You may also view or listen to the meeting as indicated below.

THE MEETING CAN BE VIEWED BY ZOOM VIDEO

CONFERENCING OR TELEPHONE
Joining the City Council meeting via Zoom
The City of Modesto is now offering the ability to view Council meetings via telephonic conferencing via “Zoom” video conferencing computer technology. The meeting may be accessed through the use of Zoom using the following options:
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Joining the City Council meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can listen by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID 869 4597 0570 Passcode 84326

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Councilmembers and placed in the record but will not be read aloud during the meeting. Written comments must be received two hours before the meeting.

This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 10th Street Place, and is available on the City’s Web site at www.modestogov.com.

Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website https://www.modestogov.com/council-meetings In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, - 2 -
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programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

Pledge of Allegiance to the Flag
Invocation: Mark Hammond, Celebration Center
City Clerk’s Announcements
Declaration of Conflicts of Interest
Reports from Closed Session

ACKNOWLEDGEMENTS AND PRESENTATIONS

1. Proclamation declaring June 19th as Juneteenth. (Funding Source: Not Applicable) CITY COUNCIL; Ariana Harbottle-Jarrett, 209-571-5597,
[email protected]

MISCELLANEOUS
Legislation, Appointments, Other

2. Consider approving the appointment of Dewey Bedford as the Culture Commission representative to the Landmark Preservation Commission for 2024, with a term expiration of December 31, 2024. (Funding Source: Not Applicable) Staff Recommendation:
 Resolution approving the appointment of Dewey Bedford as the 2024 Culture Commission representative to the Landmark Preservation Commission with a term expiration of December 31, 2024.

PRN; Diane Sheatsley, 209-577-5418, [email protected]

PUBLIC COMMENT IN PERSON
Three-minute time limit per speaker.

Only interested persons in the audience may present these matters. Under State law, Councilmembers may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. - 3 -
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d. Request staff to report back at a subsequent meeting. e. Finally, a Councilmember or the Council itself may take action to direct staff to place a matter of business on a future agenda.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED
Information concerning the consent items listed below has been forwarded to each Councilmember prior to this meeting for study. Unless some member of the audience or Councilmember has a question concerning an item and asks that it be withdrawn from the consent list, the Council approves the items at one time. The action taken by the Council in approving consent items is set forth in the explanation of this individual item.

CONSENT
An item may be removed from consent and discussed at the request of an audience member or Councilmember.

Consent

3. Consider approving the minutes for the June 4, 2024 Council Meeting. (Funding Source: Not Applicable)
Staff Recommendation:
 Motion approving the minutes for the June 4, 2024 Council Meeting.

CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] Consent

4. Consider approving an Agreement with AmeriNational Community Services, LLC (dba AmeriNat) to manage the City’s loan portfolio for loans funded through State and Federal programs for a total amount not to exceed $434,000 over five (5) years. (Funding Source: Community Development Block Grant Funds, Permanent Local Housing Allocation, HOME Investment Partnership Funds)
Staff Recommendation:
 Resolution approving the Award of Proposal and Purchasing Agreement with AmeriNational Community Services LLC (dba AmeriNat), to manage the City’s loan portfolio for loans funded through State and Federal programs for a three (3) year Agreement with two (2) one-year extension options, for an annual estimated amount of $86,800, and a total amount not to exceed $434,000 over five years; and authorizing the City Manager, or his designee, to execute the Agreement.

CED; Edgar Garcia, 209-577-5211, [email protected] Consent

5. Consider approving On-Call Agreements for Construction Inspection Services, with Dillon and Murphy Engineering, West Yost & Associates, and TRC Engineering, Inc., for a one-year Agreement with two one-year extension options, for an estimated annual amount of $74,500 per consultant, and a total amount not to exceed $223,500 per consultant over three years. (Funding Source: Various Capital Improvement Projects) Staff Recommendation:
 Resolution approving On-Call Agreements for Construction Inspection Services - 4 -
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with Dillon and Murphy Engineering, TRC Engineering, Inc., and West Yost & Associates for a one-year Agreement with two one-year extension options, for an estimated annual amount of $74,500 per consultant, and a total amount not to exceed $223,500 per consultant over three years and authorizing the City Manager, or his designee, to execute the Agreement.

ENGINEERING SERVICES; Pete Kambel, 209-577-5444, [email protected] Consent

6. Consider accepting the Highway Village Strengthen & Replace Water Mains Project as complete, releasing securities, releasing payments totaling $3,909,585 to Rolfe Construction Inc., of Atwater, CA., and authorizing the City Clerk to file a Notice of Completion. (Funding Source: Water Fund)
Staff Recommendation:
 Resolution accepting the Highway Village Strengthen & Replace Water Mains Project as complete, releasing securities, releasing payments totaling $3,909,585 to Rolfe Construction Inc., of Atwater, CA., and authorizing the City Clerk to file a Notice of Completion.

ENGINEERING SERVICES; Peter Kambel, 209-577-5444, [email protected] Consent

7. Consider accepting the Pelandale Neighborhood Pavement Maintenance and Virginia Corridor Trail Maintenance Project as complete, releasing securities, releasing payments totaling $1,956,556 to American Pavement Systems, Inc., of Modesto, California, and authorizing the City Clerk to file a Notice of Completion. (Funding Source: Local Measure L Funds)
Staff Recommendation:
 Resolution accepting the Pelandale Neighborhood Pavement Maintenance and Virgina Corridor Trail Maintenance Project as complete, releasing securities, releasing payments totaling $1,956,556 to American Pavement Systems, Inc., of Modesto, California, and authorizing the City Clerk to file a Notice of Completion.

ENGINEERING SERVICES; Peter Kambel, 209-577-5444, [email protected] Consent

8. Consider accepting the Rebid Upgrade Traffic Signals 2017 CML-5059 (222) Project as complete, releasing securities, releasing payments totaling $857,281 to St. Francis Electric, LLC, of San Leandro CA., and authorizing the City Clerk to file a Notice of Completion. (Funding Source: Congestion Mitigation Air Quality Grant) Staff Recommendation:
 Resolution accepting the Rebid Upgrade Traffic Signals 2017 CML-5059 (222) Project as complete, releasing securities, releasing payments totaling $857,281 to St. Francis Electric, LLC., of San Leandro, CA., and authorizing the City Clerk to file a Notice of Completion.

ENGINEERING SERVICES; Peter Kambel, 209-577-5444, [email protected] - 5 -
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Consent

9. Consider accepting the Briggsmore Avenue and Orangeburg Avenue Pavement Rehabilitation Project as complete, releasing securities, releasing payments totaling $7,712,644 to United Pavement Maintenance, Inc., of Hughson, CA., and authorizing the City Clerk to file a Notice of Completion. (Funding Source: Local Measure L Funds)
Staff Recommendation:
 Resolution accepting the Briggsmore Avenue and Orangeburg Avenue Pavement Rehabilitation project as complete, releasing securities, releasing payments totaling $7,712,644 to United Pavement Maintenance, Inc., of Hughson, CA., and authorizing the City Clerk to file a Notice of Completion.

ENGINEERING SERVICES; Peter Kambel, 209-577-5444, [email protected] Consent

10. Consider accepting the Monthly Investment Report for March 2024. (Funding Source:

Various Funds)
Staff Recommendation:
 Motion accepting the Monthly Investment Report for March 2024.

FINANCE DEPARTMENT; Calogero Maniscalco, 209-577-5219,
[email protected]
Consent

11. Consider accepting an Informational Report for the April 2024 Accounts Payable Payment Register and Void Report. (Funding Source: Not Applicable) Staff Recommendation:
 Motion accepting an Informational Report for the April 2024 Accounts Payable Payment Register and Void Report.

FINANCE DEPARTMENT; Maria Garnica, 209-577-5249,
[email protected]
Consent

12. Consider approving the purchase of a New Public Bidding Solution Subscription with OpenGov Inc., San Francisco, CA in the amount of $276,136 over three years. (Funding Source: General Fund, Capital Improvement Fund, and Utility Funds) Staff Recommendation:
 Resolution approving the purchase of a New Public Bidding Solution Subscription with OpenGov Inc., San Francisco, CA in the amount of $276,136 over three years; and authorizing the City Manager or his designee to execute the Agreement.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent

13. Consider approving an Automatic Aid Agreement with Westport Fire Protection District to provide fire-related emergency response to the Regional Water Recycling Facility Jennings Campus located at 7007 Jennings Rd. and authorizing the City Manager, or his designee, to execute the Agreement. (Funding Source: General Fund) - 6 -
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Staff Recommendation:
 Resolution approving an Automatic Aid Agreement with Westport Fire Protection District to provide fire-related emergency response to the Regional Water Recycling Facility Jennings Campus located at 7007 Jennings Rd. and authorizing the City Manager, or his designee, to execute the Agreement.

FIRE DEPARTMENT; Kevin Wise, 209-572-9590, [email protected] Consent

14. Consider approving a First Amendment to the Agreement with LDA Partners, Inc., for additional tasks related to construction documentation for the Dryden Clubhouse Renovation Project, for a new total amount not to exceed $621,500. (Funding Source:

American Rescue Plan Act (ARPA), Golf Fund)
Staff Recommendation:
 Resolution approving a First Amendment to the Agreement with LDA Partners, Inc. for additional tasks related to construction documentation for the Dryden Clubhouse Renovation Project, increasing the Agreement amount by $270,000, for a new contract amount of $565,000, plus $56,500 in additional services (if needed), for a new total amount not to exceed $621,500 and authorizing the City Manager, or his designee, to execute the Amendment.

PRN; Nathan Houx, 209-571-5526, [email protected]
Consent

15. Consider approving the Second Amendment increasing the Agreement amount with BrightView Golf Maintenance, Inc., in partnership with KemperSports Management, for Golf Management and Maintenance Services, by $175,202 from $13,987,536 to a new total amount of $14,162,738. (Funding Source: Golf Fund) Staff Recommendation:
 Resolution approving the Second Amendment increasing the Agreement amount with BrightView Golf Maintenance, Inc., in partnership with KemperSports Management, for Golf Management and Maintenance Services, by $175,202 from $13,987,536 to a new total amount of $14,162,738; and authorizing the City Manager, or his designee to execute the Amendment.

PRN; Jessica Franco, 209-577-5278, [email protected] Consent

16. Consider approving the Agreement for Polygraph Examination Services to Assurance Polygraph, LLC, Castro Valley, CA, a total amount not to exceed $538,260 over five years. (Funding Source: General Fund)
Staff Recommendation:
 Resolution approving the Award of Bid and Agreement for Polygraph Examination Services to Assurance Polygraph, LLC, Castro Valley, CA, for a two (2) year Agreement with three (3) one-year extension options, for an annual estimated amount of $96,250, plus up to $57,010 for contingency, if needed, for an Agreement total amount not to exceed $538,260 over five years, and authorizing the City Manager, or his designee, to execute the Agreement.

POLICE DEPARTMENT; Jessica Smart, 209-572-9500, [email protected] - 7 -
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Consent

17. Consider approving an Agreement with Sigma Tactical Wellness, Austin, Texas, for Comprehensive Heart Health Assessments for First Responders for a total not to exceed $115,464. (Funding Source: Byrne Justice Assistance Grant) Staff Recommendation:
 Resolution approving an Agreement with Sigma Tactical Wellness, Austin, Texas, for Comprehensive Heart Health Assessments for First Responders for a total amount not to exceed $115,464; and authorizing the City Manager, or his designee, to execute the Agreement.

POLICE DEPARTMENT; Chris Adams, 209-572-9500, [email protected] Consent

18. Consider approving the submission of grant applications to the State Water Resources Control Board’s Small Community Funding Program: Clean Water/Wastewater and Safe and Affordable Funding for Equity and Reliance Program for the Stanislaus Elementary School Water and Sewer Line Extension Projects. (Funding Source: Water and Sewer Fund)
Staff Recommendation:
 Resolution approving the submission of a Safe and Affordable Funding for Equity and Reliance Program grant application to the State Water Resources Control Board to fund the Kiernan Avenue Water Main Extension Project (Stanislaus Elementary School 123-TCP Mitigation Project), authorizing the City Manager, or his designee, to enter into the associated Grant Agreement and execute all related documents.
 Resolution approving the submission of a Small Community Funding Program:

Clean Water/Wastewater grant application to the State Water Resources Control Board to fund the Carver Road Sewer Extension Project (Stanislaus Elementary School Sewer Main Project), authorizing the City Manager, or his designee, to enter into the associated Grant Agreement and execute all related documents.

UTILITIES; Jim Alves, 209-571-5557, [email protected] Consent

19. Consider accepting the Emergency Bypass for Screw Pumps Repairs as complete, and authorizing all payments to Rain for Rent, Stockton, CA, for a total cost of $204,628. (Funding Source: Sewer Operations Fund)
Staff Recommendation:
 Resolution accepting the Emergency Bypass for Screw Pumps repairs as complete, and authorizing all payments to Rain for Rent, Stockton, CA, for a total cost not to exceed $204,628, and authorizing the City Manager, or his designee, to implement the provisions of this Resolution.

UTILITIES; Jeff Daniels, 209-577-6255, [email protected], - 8 -
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Consent

20. Consider approving the Plans and Specifications for the Well 312 Treatment & Flushline Improvements Project; accepting the Bid and Awarding a Construction Contract to TSI Engineering, Inc., of North Highlands, CA, in the amount of $4,060,786, authorizing $487,295 (12%) in contingency (if needed), for a total payment amount not to exceed $4,548,081. (Funding Source: Water Fund) Staff Recommendation:
 Resolution approving the Plans and Specifications for the Well 312 Treatment & Flushline Improvements Project; accepting the Bid and Awarding a Construction Contract to TSI Engineering, Inc., of North Highlands, CA, in the amount of $4,060,786, authorizing the Director of Engineering Services to approve Change Orders up to the cumulative amount of $487,295, 12% of the original contract price, for a total payment amount not to exceed $4,548,081 and authorizing the City Manager, or his designee, to execute the Contract.  Resolution amending the Fiscal Year 2023-24 Capital Improvement Program Budget in the amount of $3,722,218 to be transferred into the Project from Water Fund Reserves in order to fund the Construction Phase of the Well 312 Treatment & Flushline Improvements Project.

UTILITIES; Edgar Vargas, 209-577-5424, [email protected] Consent

21. Consider approving an Engineering Services Agreement with BKF Engineers, of Modesto, CA, for the Final Design of the Highway 99 Water Main Crossings Improvements Project, in the amount of $491,321, plus $49,132 in additional services, if needed, for an Agreement total not to exceed $540,453. (Funding Source: Water Fund)
Staff Recommendation:
 Resolution approving an Engineering Services Agreement with BKF Engineers, of Salida, CA, for the Final Design of the Highway 99 Water Main Crossings Improvements Project in the amount of $491,321, plus $49,132 in additional services, if needed, for an Agreement total amount not to exceed $540,453 and authorizing the City Manager, or his designee, to execute the Agreement.  Resolution approving an amendment to the Fiscal Year 2023-24 Capital Improvement Program Budget in the amount of $3,047,541 to be transferred into the Project from Water Fund Reserves to fund the Highway 99 Water Main Crossings Improvements Project.

UTILITIES; Edgar Vargas, 209-577-5424, [email protected] Consent

22. Consider approving an Engineering Services Agreement with Carollo Engineers, Inc., of Sacramento, CA, for the Regional Water Recycling Facility - Sutter Campus Master Plan Relocation Project, in an amount not to exceed $1,966,703. (Funding Source:

Wastewater Fund)
Staff Recommendation:
 Resolution approving an Engineering Services Agreement with Carollo Engineers, of Sacramento, CA, for the Regional Water Recycling Facility - - 9 -
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Sutter Campus Master Plan Relocation Project in the amount of $1,787,912, plus $178,791 in additional services, if needed, for an Agreement total amount not to exceed $1,966,703 and authorizing the City Manager, or his designee, to execute the Agreement.
 Resolution approving an amendment to the Fiscal Year 2023-24 Multi-Year Program Budget in the amount of $2,045,000 to be transferred into the Project from Wastewater Reserves to fund the Regional Water Recycling Facility - Sutter Campus Master Plan Relocation Project.

UTILITIES; Juan Ochoa, 209-577-5423, [email protected]

COUNCIL COMMENTS & REPORTS

CITY MANAGER COMMENTS & REPORTS

HEARINGS
Published in the Modesto Bee on May 31, 2024.

23. Hearing to consider approving Fiscal Year 2024-25 Diagram and Annual Assessment and ordering the Levy and Collection of Charges within Landscape Maintenance Assessment District No. 1 for Dry Creek Meadows Subdivisions Nos. 1-6. (Funding Source: Landscape Maintenance District No. 1)
Staff Recommendation:
 Resolution approving the Fiscal Year 2024-25 Diagram and Annual Assessment and ordering the Levy and Collection of Charges within Landscape Maintenance Assessment District No. 1 for Dry Creek Meadows Subdivisions Nos. 1-6.

CED; Edgar Garcia, 209-577-5211, [email protected] Published in the Modesto Bee on May 31, 2024.

24. Hearing to consider approving Fiscal Year 2024-25 Diagram and Annual Assessment and ordering the Levy and Collection of Charges within Landscape Maintenance Assessment District No. 2 for Dry Creek Meadows Subdivisions Nos. 7-10, Creekwood Meadows Subdivision and Yosemite Meadows Subdivisions Units 1 and 2. (Funding Source: Landscape Maintenance District No. 2)
Staff Recommendation:
 Resolution approving the Fiscal Year 2024-25 Diagram and Annual Assessment and ordering the Levy and Collection of Charges within Landscape Maintenance Assessment District No. 2 for Dry Creek Meadows Subdivisions Nos. 7-10, Creekwood Meadows Subdivision, and Yosemite Meadows Subdivision Units 1 and 2.

CED; Edgar Garcia, 209-577-5211, [email protected] - 10 -
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Published in the Modesto Bee on May 31, 2024.

25. Hearing to consider approving Fiscal Year 2024-25 Diagram and Annual Assessment and ordering the Levy and Collection of Charges within Shackelford Landscape and Lighting District. (Funding Source: Shackelford Landscape and Lighting District) Staff Recommendation:
 Resolution approving the Fiscal Year 2024-25 Diagram and Annual Assessment and ordering the Levy and Collection of Charges within Shackelford Landscape and Lighting District.

CED; Edgar Garcia, 209-577-5211, [email protected] Published in the Modesto Bee on May 31, 2024.

26. Hearing to consider the annexation of Assessor Parcel Numbers (APNs) 077-008-039 and 077-008-040 totaling approximately 33.694 acres, to the City of Modesto Community Facilities District (CFD) No. 2004-1 (Village One #2), authorizing the levy of special taxes therein; calling a special election; and declaring the results of the June 11, 2024 election. (Funding Source: Developer Deposit) Staff Recommendation:
 Resolution calling a special election for the Annexation of additional territory to City of Modesto Community Facilities District No. 2004-1 (Village One #2).  Resolution declaring the results of the June 11, 2024 special election and ordering the Annexation of the additional territory to City of Modesto Community Facilities District No. 2004-1 (Village One #2).

CED; Edgar Garcia, 209-577-5211, [email protected]

MATTERS TOO LATE FOR THE AGENDA
These may be presented by members of the City Council and staff upon determination by a majority vote that an emergency exists, as defined by State law, or by a 2/3 vote that (1) there is a need to take immediate action, and (2) that the need for action came to the City’s attention after the agenda was posted.

ADJOURNMENT

CLOSED SESSION
Please take notice that a special Closed Session meeting of the Council of the City of Modesto has been called pursuant to Section 2-1.02 of the Modesto Municipal Code to be convened on
TUESDAY, JUNE 11, 2024 AT 4:45 PM
and after the regularly scheduled meeting in the Tenth Street Place, Chambers Conference Room, Basement Level, 1010 Tenth Street, Modesto, California.

Any and all of the following agenda items are subject to action being taken by the - 11 -
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Modesto City Council.

The business to be considered at said City Council meeting shall consist of a Closed Session concerning the following:

CLOSED SESSION
CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
One Case (Pursuant to Section 54956.9(d)(1) of the Government Code) Name of Case: Brittoni Estrella, et al. v. City of Modesto et al.

United States Eastern District
Case No.: 1:22-cv-00921
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on
at by
date time signature
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 11, 2024
Date: May 15, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jeremy Rogers, CPRE, Director of Parks, Recreation & Neighborhoods SUBJECT: Appointment of Dewey Bedford as the 2024 Culture Commission representative to the Landmark Preservation Commission
CONTACT: Diane Sheatsley, Administrative Analyst II, [email protected], 209-577-5418
DESCRIPTION:

Consider approving the appointment of Dewey Bedford as the Culture Commission representative to the Landmark Preservation Commission for 2024, with a term expiration of December 31, 2024. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:

This action supports the City’s 2020-2025 Strategic Plan’s Area of Focus to promote its economic vitality goals to drive the success of a vibrant and economically sustainable business climate, build and promote a recognizable and desirable identity of the City of Modesto, and to make downtown Modesto a regional destination.

BACKGROUND:

The Landmark Preservation Commission (LPC) advises City Council on matters related to historic structures and other resources in addition to policies and practices pertaining to the preservation of Modesto’s landmarks. The LPC is comprised of 5-7 members. In accordance with Modesto Municipal Code Section 9-10.03(6), one member of the Modesto Culture Commission shall be appointed to serve on the Landmark Preservation Commission (LPC).

Each year, the Culture Commission recommends one individual from its membership to serve as its representative on the Landmark Preservation Commission. The one-year appointment is subject to the formal approval of the City Council, pursuant to Section 1102 of the Charter of the City of Modesto.

DISCUSSION:

The Culture Commission met on May 1, 2024, and unanimously recommended the appointment of Dewey Bedford as its representative to the Landmark Preservation Commission for 2024.

Mr. Bedford was appointed to the Culture Commission on June 13, 2023 by Resolution No. #2..
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2023-272 and is qualified and willing to serve as the Culture Commission’s representative to the Landmark Preservation Commission.

FISCAL IMPACT:

There is no fiscal impact with the subject appointments.

COMMITTEE RECOMMENDATION:

The Culture Commission recommends the appointment of Dewey Bedford as its representative to the Landmark Preservation Commission for 2024.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the appointment of Dewey Bedford as the 2024 Culture Commission representative to the Landmark Preservation Commission with a term expiration of December 31, 2024.

Approved by:

Jeremy Rogers, CPRE
Director of Parks, Recreation & Neighborhoods
Joseph P. Lopez, City Manager
Attachments:

1. Resolution
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06/11/2024/PRN/Rogers 1 2024-XXX

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-XXX

RESOLUTION APPROVING THE APPOINTMENT OF DEWEY BEDFORD AS THE 2024 CULTURE COMMISSION REPRESENTATIVE TO THE

LANDMARK PRESERVATION COMMISSION WITH A TERM EXPIRATION OF DECEMBER 31, 2024
WHEREAS, the Landmark Preservation Commission advises City Council on matters related to historic structures and other resources in addition to policies and practices pertaining to the preservation of Modesto’s landmarks, and WHEREAS, the Landmark Preservation Commission is comprised of five to seven members, and
WHEREAS, in accordance with Modesto Municipal Code Section 9-10.03(6), one member of the Modesto Culture Commission shall be appointed to serve on the Landmark Preservation Commission (LPC); and
WHEREAS, by Resolution No. 2023-273, Council appointed Dewey Bedford to the Culture Commission, and
WHEREAS, the Culture Commission met on May 1, 2024, and recommended the appointment of Dewey Bedford as its representative to the Landmark Preservation Commission for 2024, and
WHEREAS, Mr. Bedford is qualified and willing to act as the Culture Commission representative to the Landmark Preservation Commission for 2024.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Modesto that it hereby approves the appointment of Dewey Bedford as the 2024 Culture Commission representative to the Landmark Preservation Commission, with a term expiration of December 31, 2024.
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06/11/2024/PRN/Rogers 2 2024-XXX
BE IT FURTHER RESOLVED, that the City Clerk is hereby directed to transmit a copy of this resolution to the appointed member of the Landmark Preservation Commission, and the Secretary thereof.

The foregoing resolution was introduced in a regular meeting of the Council of the City of Modesto held on the 11th of June 2024, by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _____________________________
DIANE NAYARES-PEREZ City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: __________________________________
JOSE M. SANCHEZ, City Attorney
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*Via Teleconference
Councilmember Ricci
South San Francisco – City Hall
City Manager’s Conference Room – 2nd Floor
400 Grand Avenue
South San Francisco, CA. 94080

MODESTO CITY COUNCIL
www.modestogov.com

MINUTES
City of Modesto

CITY COUNCIL MEETING
Chambers, Basement Level
Tenth Street Place, 1010 10th Street
Modesto, California
Tuesday, June 04, 2024 at 5:30 PM
Roll Call – Present: Councilmembers Alvarez, Bavaro, Escutia-Braaton, *Ricci, Williams, Wright, Mayor Zwahlen
Pledge of Allegiance to the Flag
Invocation: Mike Gunnarson, City Ministry Network
City Clerk’s Announcements
Declaration of Conflicts of Interest: Item 11 - Councilmember Bavaro recused himself due to a conflict.

Reports from Closed Session: No reportable action.

ACKNOWLEDGEMENTS AND PRESENTATIONS

1. Proclamation declaring June as Pride Month. (Funding Source: Not Applicable) CITY COUNCIL; Ariana Harbottle-Jarrett, 209-571-5597,
[email protected]
ACTION: Mayor Zwahlen presented a proclamation declaring June as Pride Month. #3..
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PUBLIC COMMENT IN PERSON
 David Stephens spoke regarding concerns about ongoing traffic control issues on his street, emphasizing the urgency of the matter following a recent incident where a neighbor's wife was nearly hit by a car. He urged Council Members to facilitate dialogue and find a solution to the problem.
 Micah Dizney echoed similar concerns about traffic control on their street, recounting a near-miss incident involving his wife and emphasizing the need for action to prevent future accidents. He highlighted previous discussions regarding a gate resolution and called for better communication from the Council.
 Jori Nunes expressed concerns about the dangerous commute to school for her 16-yearold son due to speeding traffic on Carpenter Street. She called for community action to address the issue and ensure the safety of students.
 Patty Castillo Davis voiced support for LGBTQ rights, urging the Council to champion projects promoting acceptance and tolerance, such as installing a rainbow pedestrian crosswalk. She emphasized the importance of creating an inclusive environment for LGBTQ youth.
 Diane Kroeze addressed homelessness, criticizing the Council's lack of action in providing adequate support for homeless individuals. She urged them to prioritize solutions and treat homeless individuals with dignity and humanity.  Ramon Rodriguez raised concerns about bigotry against the LGBTQ community and called for continuous support and defense against hate and discrimination. He also advocated for improvements to public transportation and infrastructure to alleviate traffic congestion and ensure safety.
 Jerry Miller expressed gratitude for the Council's support for the car community in Modesto and highlighted community events and volunteer opportunities. He emphasized the importance of supporting the Modesto Graffiti Museum and engaging with visitors during Graffiti Week events.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED
ACTION CONSENT ITEMS: 2-10, 12-19 (Wright/Alvarez; 7/0)

CONSENT
Consent

2. Consider approving the minutes for the May 14, 2024 Council Meeting. (Funding Source: Not Applicable)
 Motion approving the minutes for the May 14, 2024 Council Meeting.

CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] #3..
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ACTION: (Wright/Alvarez; 7/0) Motion approving the minutes for the May 14, 2024 Council Meeting.

Consent

3. Consider approving Final Adoption of Ordinance 3781-C.S. Amending Sections 2-1.24 “Compensation Of Mayor,” and 2-1.26 “Compensation of City Councilmembers,” of Chapter 1, “City Council Organization and Procedure,” of Title 2, “Administration,” of the Modesto Municipal Code, to increase the salaries of the Mayor and City Councilmembers pursuant to Charter Section 703 and the recommendations of the Citizen’s Salary Setting Commission of 2024. (Funding Source: Not Applicable)  Motion approving Final Adoption of Ordinance 3781-C.S. Amending Sections 2-1.24 “Compensation Of Mayor,” and 2-1.26 “Compensation of City Councilmembers,” of Chapter 1, “City Council Organization and Procedure,” of Title 2, “Administration,” of the Modesto Municipal Code, to increase the salaries of the Mayor and City Councilmembers pursuant to Charter Section 703 and the recommendations of the Citizen’s Salary Setting Commission of 2024.

CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] ACTION: (Wright/Alvarez; 7/0) Motion approving Final Adoption of Ordinance 3781-C.S. Amending Sections 2-1.24 “Compensation Of Mayor,” and 2-1.26 “Compensation of City Councilmembers,” of Chapter 1, “City Council Organization and Procedure,” of Title 2, “Administration,” of the Modesto Municipal Code, to increase the salaries of the Mayor and City Councilmembers pursuant to Charter Section 703 and the recommendations of the Citizen’s Salary Setting Commission of 2024.

Consent

4. Consider approving Final Adoption of Ordinance 3782-C.S. approving the Modesto Police Department’s Military Equipment Use Policy (Policy 710) in accordance with CA Assembly Bill 481, and approving the purchase of additional equipment that qualifies as “Military Equipment” in Fiscal Year 2024-2025 and Rescinding Ordinance No. 3763-C.S. (Funding Source: Not Applicable)
 Motion approving Final Adoption of Ordinance 3782-C.S. approving the Modesto Police Department’s Military Equipment Use Policy (Policy 710) in accordance with CA Assembly Bill 481, and approving the purchase of additional equipment that qualifies as “Military Equipment” in Fiscal Year 2024-2025 and Rescinding Ordinance No. 3763-C.S.

CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] ACTION: (Wright/Alvarez; 7/0) Motion approving Final Adoption of Ordinance 3782-C.S. approving the Modesto Police Department’s Military Equipment Use Policy (Policy 710) in accordance with CA Assembly Bill 481, and approving the purchase of additional equipment that qualifies as “Military Equipment” in Fiscal Year 2024-2025 and Rescinding Ordinance No. 3763-C.S.
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Consent

5. Consider approving a Memorandum of Understanding with the County of Stanislaus for the replacement of the Fire-Life Safety Panel at 3705 Oakdale Road, a co-owned City of Modesto and County of Stanislaus Emergency Services and Communications Facility and approving the total project budget not to exceed $300,000, to be jointly and equally funded by the City and County. (Funding Source: General Fund)  Resolution approving a Memorandum of Understanding with the County of Stanislaus for the replacement of the Fire-Life Safety Panel at 3705 Oakdale Road, a co-owned City of Modesto and County of Stanislaus Emergency Services and Communications Facility and approving the total project budget not to exceed $300,000, to be jointly and equally funded by the City of Modesto and County of Stanislaus and authorizing the City Manager, or his designee, to execute the Memorandum of Understanding.

CITY MANAGER; Scotty Douglass, 209-577-9149, [email protected] ACTION: (Wright/Alvarez; 7/0) Resolution 2024-173 approving a Memorandum of Understanding with the County of Stanislaus for the replacement of the Fire-Life Safety Panel at 3705 Oakdale Road, a co-owned City of Modesto and County of Stanislaus Emergency Services and Communications Facility and approving the total project budget not to exceed $300,000, to be jointly and equally funded by the City of Modesto and County of Stanislaus and authorizing the City Manager, or his designee, to execute the Memorandum of Understanding.

Consent

6. Consider approving the Fifth Amendment to the Joint Exercise of Powers Agreement between the City of Modesto and the County of Stanislaus for Emergency Dispatch Services to extend the agreement to December 31, 2024, modify the governing body structure of the Commission, update quorum and action requirements and provide for Agency Member Liaison to assist the Dispatch Director and appointing Councilmembers as Commissioners to the Consolidated Emergency Dispatch Agency. (Funding Source: Not Applicable)
 Resolution approving the Fifth Amendment to the Joint Exercise of Powers Agreement between the City of Modesto and the County of Stanislaus for Emergency Dispatch Services to extend the agreement to December 31, 2024, modify the governing body structure of the Commission, update quorum and action requirements and provide for Agency Member Liaison to assist the Dispatch Director, authorizing the City Manager or his designee to execute the Agreement, and appointing Mayor Zwahlen and Councilmember Bavaro as Commissioners to the Consolidated Emergency Dispatch Agency and Councilmember Wright as an Alternate Commissioner.

CITY MANAGER; Scotty Douglass, 209-577-9149, [email protected] ACTION: (Wright/Alvarez; 7/0) Resolution 2024-174 approving the Fifth Amendment to the Joint Exercise of Powers Agreement between the City of Modesto and the County of Stanislaus for Emergency Dispatch Services to extend the agreement #3..
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to December 31, 2024, modify the governing body structure of the Commission, update quorum and action requirements and provide for Agency Member Liaison to assist the Dispatch Director, authorizing the City Manager or his designee to execute the Agreement, and appointing Mayor Zwahlen and Councilmember Bavaro as Commissioners to the Consolidated Emergency Dispatch Agency and Councilmember Wright as an Alternate Commissioner.

Consent

7. Consider approving the Fiscal Year 2024-2025 Appropriation Limit, which is an annual spending limit calculation that identifies the maximum amount of appropriations for publicly funded programs. (Funding Source: Not Applicable)  Resolution establishing the appropriation limit for the Fiscal Year 2024-2025 annual budget.

FINANCE DEPARTMENT; Maria Garnica, 209-577-5249,
[email protected]
ACTION: (Wright/Alvarez; 7/0) Resolution 2024-175 establishing the appropriation limit for the Fiscal Year 2024-2025 annual budget.

Consent

8. Consider approving payment of various Equipment Maintenance Agreements for Fiscal Year 2024-2025 with multiple equipment manufacturers for all City Departments, for an annual cost not to exceed $854,598; and authorizing the City Manager, or his designee to execute Equipment Maintenance Agreements associated with the items in Exhibit A – Fiscal Year 2024-2025 Equipment Maintenance Agreements (less than $100,000). (Funding Source: Various Funds)
 Resolution approving payment of various Equipment Maintenance Agreements for Fiscal Year 2024-2025 with multiple equipment manufacturers for all City Departments, for an annual estimated cost not to exceed $854,598; and authorizing the City Manager, or his designee, to execute Equipment Maintenance Agreements associated with the items in Exhibit A – Fiscal Year 2024-2025 Equipment Maintenance Agreements (less than $100,000).

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] ACTION: (Wright/Alvarez; 7/0) Resolution 2024-176 approving payment of various Equipment Maintenance Agreements for Fiscal Year 2024-2025 with multiple equipment manufacturers for all City Departments, for an annual estimated cost not to exceed $854,598; and authorizing the City Manager, or his designee, to execute Equipment Maintenance Agreements associated with the items in Exhibit A – Fiscal Year 2024-2025 Equipment Maintenance Agreements (less than $100,000).

Consent

9. Consider approving the payment of Software Maintenance Support Agreements for Fiscal Year 2024-2025 in an amount not to exceed $9,824,473. (Funding Source:

Information Technology Fund and Various Funds)
 Resolution approving the payment of Software Maintenance Support #3..
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Agreements for Fiscal Year 2024-2025 in an amount not to exceed $9,824,473; and authorizing the City Manager, or his designee to execute routine renewal Agreements associated with the items in Exhibit A and Exhibit B - Software Maintenance Support Agreements for Fiscal Year 2024-2025.

IT; Kevin Harless, 209-571-5593, [email protected] ACTION: (Wright/Alvarez; 7/0) Resolution 2024-177 approving the payment of Software Maintenance Support Agreements for Fiscal Year 2024-2025 in an amount not to exceed $9,824,473; and authorizing the City Manager, or his designee to execute routine renewal Agreements associated with the items in Exhibit A and Exhibit B - Software Maintenance Support Agreements for Fiscal Year 2024-2025.

Consent

10. Consider approving Community and Special Event Sponsorships with direct contributions over $500 and in-kind support valued at $5,000 or more for Fiscal Year 2024-2025. (Funding Source: General Fund)
 Resolution approving Community and Special Event Sponsorships with direct contributions over $500 and in-kind support valued at $5,000 or more for Fiscal Year 2024-2025.

PRN; Jeremy Rogers, 209-577-5347, [email protected] ACTION: (Wright/Alvarez; 7/0) Resolution 2024-178 approving Community and Special Event Sponsorships with direct contributions over $500 and in-kind support valued at $5,000 or more for Fiscal Year 2024-2025.

Removed from Consent-Councilmember Bavaro recused.

Consent

11. Consider approving the Plans and Specifications for the Mary E. Grogan Community Park, Phase 2 Project, accepting the Bid and Awarding a Construction Contract to George Reed, Inc., of Modesto, CA, in an amount not to exceed $4,850,581. (Funding Source: Parks CFF Fund, Parks & Air Quality CFF Fund)
 Resolution approving the Plans and Specifications for the Mary E. Grogan Community Park, Phase 2 Project, accepting the Bid and awarding a Construction Contract to George Reed, Inc., of Modesto, CA, in the amount of $4,491,279, plus $359,302, in contingency (if needed), for a total payment amount not to exceed $4,850,581 and authorizing the City Manager, or his designee, to execute the contract.
 Resolution amending the Fiscal Year 2023-24 Capital Improvement Program Budget to fund Project #101017 (Mary Grogan Park – Phase 2) in an amount of $1,666,233 in transfers, revenue, and to budget expenditures to fund the Project, and authorizing the City Manager, or his designee, to implement the provisions of this resolution.

PRN; Nathan Houx, 209-571-5526, [email protected]
ACTION: (Escutia-Braaton/Williams; 6/0; Bavaro recused) Resolution 2024-179 approving the Plans and Specifications for the Mary E. Grogan Community Park, #3..
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Phase 2 Project, accepting the Bid and awarding a Construction Contract to George Reed, Inc., of Modesto, CA, in the amount of $4,491,279, plus $359,302, in contingency (if needed), for a total payment amount not to exceed $4,850,581 and authorizing the City Manager, or his designee, to execute the contract.

ACTION: (Escutia-Braaton/Williams; 6/0; Bavaro recused) Resolution 2024-180 amending the Fiscal Year 2023-24 Capital Improvement Program Budget to fund Project #101017 (Mary Grogan Park – Phase 2) in an amount of $1,666,233 in transfers, revenue, and to budget expenditures to fund the Project, and authorizing the City Manager, or his designee, to implement the provisions of this resolution.

Consent

12. Consider approving the Plans and Specifications for the Rebid Carpenter Road Area Soccer Complex, Phase 2 Project, accepting the Bid, and approving a Construction Contract with Frontline General Engineering Construction, Inc., of Tracy, CA for a total amount not to exceed $1,397,466. (Funding Source: Youth Soccer and Recreation Development Grant, Parks Fund, Parks and Air Quality CFF Fund and TRRP CIP Fund)
 Resolution approving the Plans and Specifications for the Rebid Carpenter Road Area Soccer Complex, Phase 2 Project, accepting the Bid, and awarding a Construction Contract to Frontline General Engineering Construction, Inc., of Tracy, CA, in the amount of $1,270,424, plus $127,042, in contingency (if needed), for a total payment amount not to exceed $1,397,466 and authorizing the City Manager, or his designee, to execute the contract.  Resolution amending the Fiscal Year 2023-24 Capital Improvement Program Budget to fund Project #101061 (Carpenter Road Area Soccer) in an amount not to exceed $130,000 in transfers, revenue, and to budget expenditures to fund the Project, and authorizing the City Manager, or his designee, to implement the provisions of this Resolution.

PRN; Nathan Houx, 209-571-5526, [email protected]
ACTION: (Wright/Alvarez; 7/0) Resolution 2024-181 approving the Plans and Specifications for the Rebid Carpenter Road Area Soccer Complex, Phase 2 Project, accepting the Bid, and awarding a Construction Contract to Frontline General Engineering Construction, Inc., of Tracy, CA, in the amount of $1,270,424, plus $127,042, in contingency (if needed), for a total payment amount not to exceed $1,397,466 and authorizing the City Manager, or his designee, to execute the contract.

ACTION: (Wright/Alvarez; 7/0) Resolution 2024-182 amending the Fiscal Year 2023-24 Capital Improvement Program Budget to fund Project #101061 (Carpenter Road Area Soccer) in an amount not to exceed $130,000 in transfers, revenue, and to budget expenditures to fund the Project, and authorizing the City Manager, or his designee, to implement the provisions of this Resolution.

Consent

13. Consider approving adjustments to various airport rates and fees for specific activities #3..
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and services at the Modesto City-County Airport, effective July 1, 2024, rescinding Resolution No. 2023-355. (Funding Source: Airport Operating Revenue, Fund 4310)  Resolution approving adjustments to various airport rates and fees for specific activities and services at the Modesto City-County Airport (Airport), effective July 1, 2024, and rescinding Resolution No. 2023-355.

PUBLIC WORKS; Gabe da Silva, 209-577-5319, [email protected] ACTION: (Wright/Alvarez; 7/0) Resolution 2024-183 approving adjustments to various airport rates and fees for specific activities and services at the Modesto CityCounty Airport (Airport), effective July 1, 2024, and rescinding Resolution No. 2023- 355.

Consent

14. Consider approving an Agreement for Safe Streets and Roads for All to Alta Planning + Design Inc. Oakland CA to analyze roadway accidents for a total amount not to exceed $1,104,326.00 over a two-year period. (Funding Source: Safe Streets for All Grant and Local Measure L)
 Resolution awarding the Safe Streets and Roads for All Agreement to Alta Planning + Design, Inc of Oakland, CA, in the amount of $1,003,933 and a 10 percent contingency amount of $100,393 for the total amount not to exceed $1,104,326, and authorizing the City Manager, or his designee, to execute the agreement.

PUBLIC WORKS; Max Navarro, 209-571-5116, [email protected] ACTION: (Wright/Alvarez; 7/0) Resolution 2024-184 awarding the Safe Streets and Roads for All Agreement to Alta Planning + Design, Inc of Oakland, CA, in the amount of $1,003,933 and a 10 percent contingency amount of $100,393 for the total amount not to exceed $1,104,326, and authorizing the City Manager, or his designee, to execute the agreement.

Consent

15. Consider approving an Agreement for the Purchase of Software Programming and License under the Competitive Bidding Process from NASPO ValuePoint through the State of Utah with Carahsoft Technology Corp. of Reston, Virgina, for a total amount not to exceed $193,365. (Funding Source: Solid Waste Management Fund and SB 1383 Grant from CalRecycle)
 Resolution approving an Agreement for the Purchase of Software Programming and License under the Competitive Bidding Process from NASPO ValuePoint through the State of Utah with Carahsoft Technologies Corp., of Reston, Virginia for a total amount not to exceed $193,365, and authorizing the City Manager, or his designee, to execute the Agreement.

PUBLIC WORKS; Myriah Hill, 209-577-5495, [email protected] ACTION: (Wright/Alvarez; 7/0) Resolution 2024-185 approving an Agreement for the Purchase of Software Programming and License under the Competitive Bidding Process from NASPO ValuePoint through the State of Utah with Carahsoft #3..
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Technologies Corp., of Reston, Virginia for a total amount not to exceed $193,365, and authorizing the City Manager, or his designee, to execute the Agreement.

Consent

16. Consider approving the First Amendment to the Agreements for Rental Fleet Services with Herc Rentals, Modesto, California, Holt of California, Salida, California and United Rentals (North America) Inc., Modesto, California, for an annual estimated cost increase of $200,000 from $400,000 to $600,000 and a total revised amount not to exceed $3,000,000. (Funding Source: Fleet Management Fund)  Resolution approving the First Amendment for the Agreements with Herc Rentals, Modesto, CA, Holt of California, Salida, CA, and United Rentals, Modesto, CA, for Rental Fleet Services for the Agreements for an annual estimated cost increase of $200,000 from $400,000 to $600,000 and a total revised not to exceed a total amount of $3,000,000, and authorizing the City Manager, or his designee, to execute the amendments.

PUBLIC WORKS; Patrick Crowley, 209-342-2274, [email protected] ACTION: (Wright/Alvarez; 7/0) Resolution 2024-186 approving the First Amendment for the Agreements with Herc Rentals, Modesto, CA, Holt of California, Salida, CA, and United Rentals, Modesto, CA, for Rental Fleet Services for the Agreements for an annual estimated cost increase of $200,000 from $400,000 to $600,000 and a total revised not to exceed a total amount of $3,000,000, and authorizing the City Manager, or his designee, to execute the amendments.

Consent

17. Consider approving the Second Amendment for bulk oils and lubricants with Hunt & Sons, Inc., Ceres, CA, to a revised total amount of $1,743,201 (Funding Source: Fleet Management Fund)
 Resolution approving the Second Amendment for the purchase of Bulk Oils and Lubricants with Hunt & Sons Inc., Ceres, CA, for an increase by $800,000 to a new total amount of $1,743,201 over the remaining duration of the agreement, and authorizing the City Manager, or his designee to execute the amendment.

PUBLIC WORKS; Patrick Crowley, 209-342-2274, [email protected] ACTION: (Wright/Alvarez; 7/0) Resolution 2024-187 approving the Second Amendment for the purchase of Bulk Oils and Lubricants with Hunt & Sons Inc., Ceres, CA, for an increase by $800,000 to a new total amount of $1,743,201 over the remaining duration of the agreement, and authorizing the City Manager, or his designee to execute the amendment.

Consent

18. Consider approving the Second Amendment to the Agreement for an On-Site Tire Technician with Fleet Tire Inc. dba Brannon Tire, Stockton, CA. for tire services, inspection, and repairs to City vehicle tires for an annual estimated cost increase of $121,080 from $88,920 to $210,000 and a total revised not to exceed amount from $444,600 to a new total amount of $654,600 and extend the term of the Agreement #3..
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from June 10, 2024, to June 10, 2025. (Funding Source: Fleet Management Fund)  Resolution approving the Second Amendment for an On-Site Tire Technician with Fleet Tire Inc. dba Brannon Tire, Stockton, CA. for tire services, inspection, and repairs to City vehicle tires for an annual estimated cost increase of $121,080 from $88,920 to $210,000 and a total revised not to exceed amount from $444,600 to a new total amount of $654,600 and extend the term of the Agreement from June 10, 2024, to June 10, 2025, and authorizing the City Manager, or his designee to execute the amendment.

PUBLIC WORKS; Patrick Crowley, 209-342-2274, [email protected] ACTION: (Wright/Alvarez; 7/0) Resolution 2024-188 approving the Second Amendment for an On-Site Tire Technician with Fleet Tire Inc. dba Brannon Tire, Stockton, CA. for tire services, inspection, and repairs to City vehicle tires for an annual estimated cost increase of $121,080 from $88,920 to $210,000 and a total revised not to exceed amount from $444,600 to a new total amount of $654,600 and extend the term of the Agreement from June 10, 2024, to June 10, 2025, and authorizing the City Manager, or his designee to execute the amendment.

Consent

19. Consider approving Agreements for the purchase and delivery of chemicals for wastewater treatment with Thatcher Company of California, Sacramento, CA, Northstar Chemical, Modesto, CA, and Univar Solutions, Kent, WA, for a total amount not to exceed $1,221,021, over five years. (Funding Source: Sewer Operations Fund)  Resolution approving the Award of Bid and Agreements for the purchase and delivery of chemicals for wastewater treatment to Thatcher Company of California, Sacramento, CA, Northstar Chemical, Modesto, CA, and Univar Solutions, Kent, WA, for a one-year agreement with four one-year extension options, for an annual estimated amount of $200,000 and a total combined amount not to exceed $1,221,021 over five years; and authorizing the Director of Finance, or her designee, to adjust agreement totals between vendors based on contractor’s availability and department’s needs, ensuring the combined total amount does not change and authorizing the City Manager, or his designee, to execute the Agreements.

UTILITIES; Jeff Daniels, 209-577-6255, [email protected] ACTION: (Wright/Alvarez; 7/0) Resolution 2024-189 approving the Award of Bid and Agreements for the purchase and delivery of chemicals for wastewater treatment to Thatcher Company of California, Sacramento, CA, Northstar Chemical, Modesto, CA, and Univar Solutions, Kent, WA, for a one-year agreement with four one-year extension options, for an annual estimated amount of $200,000 and a total combined amount not to exceed $1,221,021 over five years; and authorizing the Director of Finance, or her designee, to adjust agreement totals between vendors based on contractor’s availability and department’s needs, ensuring the combined total amount does not change and authorizing the City Manager, or his designee, to execute the Agreements.
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COUNCIL COMMENTS & REPORTS
Council Member Ricci acknowledged Modesto's celebration of diversity during Pride Month and Graffiti Month, highlighting the importance of inclusivity and recognizing the LGBTQ+ community. He expressed appreciation for the City's efforts in prioritizing these values. Council Member Ricci also thanked Diane Nayares-Perez, the City Clerk, for facilitating his remote attendance at the Council meeting in South San Francisco following his visit to Kurume, Modesto's sister city in Japan. He emphasized the potential of sister city relationships for cultural exchange and economic development. Ricci applauds the City for hosting the "Legacy of Lowriding" exhibition at the McHenry Museum, showcasing Modesto's rich lowrider tradition. He expressed hope for future permanent installations at the museum that reflect both lowrider culture and cruising's contribution to Modesto's heritage.

Council Member Escutia-Braaton highlighted the upcoming appointment of Modesto's poet laureate, a position responsible for presenting original poetry at official events, selected by the Culture Commission. She acknowledged the outgoing poet laureate, Sal Salerno, and anticipates the selection of a new poet laureate. She also emphasized the City's provision of free public Wi-Fi at various locations, expanding accessibility to bridge the digital divide. She also shared about her participation in the Memorial Day service, honoring fallen soldiers and their families, and expressed gratitude for the City's involvement in the event. She is looking forward to participating in Graffiti activities, celebrating Modesto's culture and community.

Council Member Williams expressed gratitude for those who sacrificed their lives for the United States, highlighting the significance of Memorial Day. He acknowledged the upcoming event on Wednesday at the Plaza and praised Chris Murphy and his team for organizing the placement of stars on the roads and 10th Street. Williams also expressed appreciation for the efforts of the North Modesto Kiwanis Club in hosting the car show on Friday, emphasizing its contribution to the community. He mentioned the significant funds raised from last year's activities, which were allocated to local nonprofit organizations. Williams concluded by mentioning upcoming events such as Father's Day and Juneteenth, indicating he will address them in future council meetings.

Mayor Zwahlen gave a comprehensive overview of recent events and activities that she attended including The Garden Club celebration of its 100th birthday at Roosevelt Park.

She also participated in a Stanislaus leadership roundtable with prominent state senators.

She enjoyed the community spirit of Porchfest. She attended the graduation of seven new police officers from the police academy, in response to residents' call for increased safety measures. The Mayor also visited Kurume, Japan, to commemorate the 30-year anniversary of Modesto's sister city relationship. Memorial Day events, including a ceremony at Acacia Cemetery, honored fallen soldiers. The Mayor also attended a talent show organized by Downtown Streets Team members, and judged a Graffiti Classic Car Show. Additionally, she participated in the completion celebration of an emergency backup grid resiliency project, ensuring power resilience for thousands of homes in #3..
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Modesto.

Vice Mayor Alvarez expressed gratitude and congratulations to the Modesto McHenry Museum and Historical Society for their collaboration with the City on the Lowriding and Graffiti Festival exhibition. He highlighted his involvement on the Board of the McHenry Museum and the successful creation of a unique exhibit celebrating Chicano and lowrider culture. He looks forward to attending the American Graffiti parade with his family and emphasized the importance of staying hydrated during the event. He also discussed his recent trip to Washington, D.C., representing the City of Modesto and Stanislaus Council of Governments. He met with various government officials to advocate for transportation infrastructure resources, particularly for phase two and three of SR 132, which is crucial for the movement of goods and services in the region. He stressed the need for Federal funding to modernize the highway infrastructure, ensuring efficient transportation for constituents in District Two. He concluded by expressing appreciation for his time and opportunity to serve.

CITY MANAGER COMMENTS & REPORTS
City Manager Lopez announced the selection of Kevin Wise as the next Fire Chief for the City of Modesto. He recognized Chief Wise for his extensive experience and strong leadership in meeting community needs collaboratively. He praised him for his commitment to service and ensuring the safety and well-being of both firefighters and the communities they serve. He expressed anticipation for Chief Wise's contributions to the Modesto Fire Department and extends congratulations to him.

HEARINGS
Published in the Modesto Bee on May 24, 2024.

20. Hearing to consider and approve the Final Proposed Fiscal Year 2024-25 Operating and Multi-Year Budget and Capital Improvement Program for the City and related Resolutions. (Funding Source: All City Funds)
 Resolution approving the adoption of the Fiscal Year 2024-25 Annual and Multi-Year Operating Budgets and the 2024-25 Capital Improvement Program for the City of Modesto and the related Inter-Fund Transfers.  Resolution approving the Budget Principles, and the Operating Budget Policy as Outlined in the Fiscal Year 2024-25 Final Proposed Budget.  Resolution amending the Classification Plan for the City of Modesto to create new classifications and amend existing classifications.  Resolution amending the Position Allocation for Fiscal Year 2024-25 as adopted in the Operating Budget.

BUDGET; Steve Christensen, 209-577-5390, [email protected] ACTION: (Bavaro/Alvarez; 7/0) Resolution 2024-190 approving the adoption of the Fiscal Year 2024-25 Annual and Multi-Year Operating Budgets and the 2024-25 Capital Improvement Program for the City of Modesto and the related Inter-Fund Transfers.
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ACTION: (Bavaro/Alvarez; 7/0) Resolution 2024-191 approving the Budget Principles, and the Operating Budget Policy as Outlined in the Fiscal Year 2024-25 Final Proposed Budget.

ACTION: (Bavaro/Alvarez; 7/0) Resolution 2024-192 amending the Classification Plan for the City of Modesto to create new classifications and amend existing classifications.

ACTION: (Bavaro/Alvarez; 7/0) Resolution 2024-193 amending the Position Allocation for Fiscal Year 2024-25 as adopted in the Operating Budget.

NEW BUSINESS

21. Consider approving the City’s Pandemic Recovery Strategy, Modesto Forward, for the reallocation of American Rescue Plan Act (ARPA) funds defined under Exhibit A. (Funding Source: American Rescue Plan Act Funds)
 Resolution approving the City’s Pandemic Recovery Strategy, Modesto Forward, for the reallocation of American Rescue Plan Act funds defined under Exhibit A and authorizing the City Manager, or his designee, to carry out the necessary steps to implement the programs and funding allocation.

FINANCE DEPARTMENT; DeAnna Christensen, 209-577-5387,
[email protected]
ACTION: (Williams/Escutia-Braaton; 7/0) Resolution 2024-194 approving the City’s Pandemic Recovery Strategy, Modesto Forward, for the reallocation of American Rescue Plan Act funds defined under Slide 13 and authorizing the City Manager, or his designee, to carry out the necessary steps to implement the programs and funding allocation.

22. Consider approving a successor Memorandum of Understanding (MOU) between the City of Modesto and Modesto City Firefighter’s Association (MCFFA) for a term of July 1, 2024, to June 30, 2028; and granting salary changes and benefit offerings to unrepresented sworn fire management. (Funding Source: General Fund)  Resolution approving an Agreement including language changes for a successor Memorandum of Understanding (MOU) between the City of Modesto and the Modesto City Firefighters’ Association (MCFFA) for a term of July 1, 2024 to June 30, 2028, and related salary schedules; and authorizing the City Manager or designee to take the necessary administrative action to implement the Agreement.
 Resolution approving salary changes for Unrepresented Sworn Fire Management Employees, including Fire Chiefs and Executives consistent with those in the represented unit, effective June 18, 2024, as set forth in attached Exhibit A, “Summary of Salary Ranges and Schedules for Unrepresented Sworn Management and Non-Sworn Management and Confidential Employees, including Charter Officers and Executives”; amending the summary of salary #3..
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6/4/2024 5:30:00 PM
ranges and schedules previously approved by Resolution 2023-321, and authorizing the City Manager or designee to take the necessary administrative action to implement the provisions of this Resolution.
 Resolution approving changes to benefit offerings for Unrepresented Sworn Fire Management Employees, including Fire Chiefs and Executives consistent with those in represented units as set forth in attached Exhibit A, “Summary of Benefit Offerings for Unrepresented Sworn Management and Non-Sworn Management and Confidential Employees, including Charter Officers and Executives”; and authorizing the City Manager or designee to take the necessary administrative action to implement the provisions of this Resolution.  Resolution amending the Fiscal Year 2024-25 annual Operating Budget for the Memorandum of Understanding (MOU) Agreements with the Modesto City Firefighter’s Association (MCFFA) and Unrepresented Sworn Fire Management and authorizing the City Manager to take the necessary actions to implement the required budget adjustments.

HUMAN RESOURCES; Christina Alger, 209-571-5126, [email protected] ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2024-195 approving an Agreement including language changes for a successor Memorandum of Understanding (MOU) between the City of Modesto and the Modesto City Firefighters’ Association (MCFFA) for a term of July 1, 2024 to June 30, 2028, and related salary schedules; and authorizing the City Manager or designee to take the necessary administrative action to implement the Agreement.

ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2024-196 approving salary changes for Unrepresented Sworn Fire Management Employees, including Fire Chiefs and Executives consistent with those in the represented unit, effective June 18, 2024, as set forth in attached Exhibit A, “Summary of Salary Ranges and Schedules for Unrepresented Sworn Management and Non-Sworn Management and Confidential Employees, including Charter Officers and Executives”; amending the summary of salary ranges and schedules previously approved by Resolution 2023-321, and authorizing the City Manager or designee to take the necessary administrative action to implement the provisions of this Resolution.

ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2024-197 approving changes to benefit offerings for Unrepresented Sworn Fire Management Employees, including Fire Chiefs and Executives consistent with those in represented units as set forth in attached Exhibit A, “Summary of Benefit Offerings for Unrepresented Sworn Management and Non-Sworn Management and Confidential Employees, including Charter Officers and Executives”; and authorizing the City Manager or designee to take the necessary administrative action to implement the provisions of this Resolution.

ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2024-198 amending the Fiscal Year 2024-25 annual Operating Budget for the Memorandum of Understanding (MOU) Agreements with the Modesto City Firefighter’s Association (MCFFA) and Unrepresented Sworn Fire Management and authorizing the City Manager to take the #3..
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necessary actions to implement the required budget adjustments.

MATTERS TOO LATE FOR THE AGENDA
None

ADJOURNMENT
This meeting adjourned at 7:33 P.M.

All Closed Session matters heard prior to the meeting.

CLOSED SESSION
CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Four Case (Pursuant to Section 54956.9(d)(1) of the Government Code) Name of Case: Ana Sepulveda v. Nestle Waters North America Holdings Inc. & City of Modesto
Superior Court of California, County of Stanislaus
Case No.: CV-21-006197
Magda Abraham v. City of Modesto, et al.

Superior Court of California, County of Stanislaus
Case No.: CV-18-003342
Kirstin Normark v. City of Modesto, et al.

Superior Court of California, County of Stanislaus
Case No.: CV-24-003441
Thomas Edward Humphrey v. Modesto Police Department
U.S. District Court- Eastern District of California
Case No.: 2:24-CV-01127-KJM-CSK
Attest: ____________________________
Diane Nayares-Perez, City Clerk
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 11, 2024
Date: April 30, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Agreement for Loan Servicing with AmeriNat
CONTACT: Edgar Garcia, Community Development Manager
[email protected], 209-577-5211
DESCRIPTION:

Consider approving an Agreement with AmeriNational Community Services, LLC (dba AmeriNat) to manage the City’s loan portfolio for loans funded through State and Federal programs for a total amount not to exceed $434,000 over five (5) years. (Funding Source: Community Development Block Grant Funds, Permanent Local Housing Allocation, HOME Investment Partnership Funds)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiatives: Develop Homelessness and Housing Plan.

BACKGROUND:

The City of Modesto allocates funding in the form of loans from both the U.S. Department of Housing and Urban Development1 (HUD) and State of California Housing and Community Development Department which requires the City to track and reinvest proceeds to loans from entitlement funding sources such as Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME),2 and Permanent Local Housing Allocation (PLHA)3 funds.

In 1994, the City began outsourcing the servicing of its loan portfolio with Community Reinvestment Fund (CRF) as the loan servicer to manage the day-to-day transactions of the loans for reinvestment. The City’s loan portfolio consists of loans made to owners of residential properties for the purpose of housing rehabilitation, down payment assistance loans, and/or loans to non-profit organizations offering affordable housing. 1 https://www.hud.gov/
2 https://www.hud.gov/program_offices/comm_planning/home 3 https://www.hcd.ca.gov/grants-and-funding/programs-active/permanent-local-housing-allocation #4..
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City Council, June 11, 2024
Agreement for Loan Servicing with AmeriNat

The servicing of the loan portfolio includes processing of monthly payments, sending payment coupons to customers, providing a toll-free number for customers, handling collection efforts on delinquent loans, monitoring fire insurance, processing demand statements and subsequent payoffs, preparing monthly reports for the City and remitting funds monthly to the City for funds collected on the serviced loans. The City retains responsibility for the release of liens for loans that have been paid off.

On September 25, 2023, the City was notified that the current loan servicer was discontinuing servicing of consumer loan assets, which began the process of searching for a replacement loan servicer and the current contract that was originally negotiated with Community Reinvestment Fund (CRF) was amended on November 14, 2023, via Resolution 2023-501 extending the term through June 30, 2024.

A Request for Proposals (RFP) was released on November 21, 2023 through Planet Bids to replace the current servicer.

DISCUSSION:

The results of the RFP included a total of seven vendors who downloaded the document; however, at the time of bid closing on January 16, 2024, AmeriNat was the only proposal received.

Staff reviewed the proposal, conferred with other municipalities and determined the services offered by AmeriNat are in line with the needs of the City’s loan portfolio.

For nearly 50 years, AmierNat has provided nationwide loan servicing and asset management to state and local governments, nonprofits, financial institutions, and private investors. AmeriNat currently provides loan servicing for approximately 70 California City and County clients and manages approximately $10 billion of principal balance for clients across the nation. The AmeriNat team is tech forward focused to bring efficiencies to the servicing and asset management function to provide exceptional service to their clients and borrowers.

There are nearly 300 loans in the City’s current portfolio with less than 60 making monthly payments and the remaining loans are deferred payment loans. There are approximately 50 loans that are currently classified as commercial multifamily loans. As the City continues to partner with developers, agencies, and homeowners, this loan portfolio continues to evolve.

Staff performed an in-depth analysis comparing the cost of the proposed services against the current servicer for the residential loan portfolio, showing marginal differences in pricing below:

Residential Loan Servicing
Activity Description Current Pricing Proposed Pricing
Contract Origination,
Investor Setup and
Conversion
Contract origination,
Set up investor
structure and
conversion of loans
$350.00 one-time fee N/A
New Loan Setup –
Initial Transfer
N/A $27.50 one-time fee
per loan
New Loan Setup Loan boarded to
servicing system and
quality control review
and welcome letter
$35.00 one-time fee
per loan
$55.00 one-time fee
per loan
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City Council, June 11, 2024
Agreement for Loan Servicing with AmeriNat

Standard Servicing
Activities – Amortized
Payment processing,
billing notices,
customer service,
client reporting
$11.00 per loan per
month
$15.00 per loan per
month
Standard Servicing
Activities – Deferred
Payment processing,
billing notices,
customer service,
client reporting
$2.50 / Loan per
month
Warehouse only:
$4.00 per loan per
month
Warehouse and
monitoring of taxes
and insurance: $9.00
per loan per month
Warehouse and
escrow of taxes
and/or insurance:
$15.00 per loan per
month
Flat fee for receiving
occasional payments
or forgiveness event:
$15.00 per payment
or event
Collection Activity –
Early
Collection work for
past due loans 15-60
days past due
$3.00 per loan per
month
Included in Standard
Servicing Activities
Collection Activity –
Late
Collection work for
past due loans 60+
days past due
$5.00 per loan per
month
$25.00 per loan
Mortgage / Deed of
Trust Satisfaction
Preparation
Create mortgage /
deed of trust
satisfaction
$50.00 one-time fee
(collected from
borrower)
Included in Standard
Servicing Activities
Subordination
Preparation
Prepare and review
subordination
$300.00 per item
(Borrower paid)
$465.00 per item
Escrow Management Maintain escrow
accounts, pay taxes
and/or insurance
$43.00 per loan per
month
Included in Standard
Servicing Activities
Real Estate Tax
Monitoring
Verification of taxes if
no escrow required
$12.00 per loan per
month
Price based on loan
amount
Insurance Monitoring Verification of
insurance if no
escrow required
$12.00 per loan per
month
Included in Standard
Servicing Activities
Final / Special
Processing
Transaction
For Charge-off,
foreclosure, Paid off
Loans
$40.00 per
transaction
Fee based on
specific event
Occupancy /
Homestead
Verification
Complete verification
to determine if
borrower still living in
$40.00 per loan $18.00 per loan
(entire portfolio done
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City Council, June 11, 2024
Agreement for Loan Servicing with AmeriNat

home if required per
program loan
documents
at one-time) $500.00
minimum
Special Report
Programming
Special report
creation not included
in standard report
package
$150.00 per hour Any agreement for
additional services
will be mutually
agreed in the Scope
of Work
Special Reporting
Distribution
Monthly maintenance
for special reports
created for
distribution
$80.00 per hour Included in Scope of
Work for Special
Report Programming
Special Project Work Special requests
such as assistance in
audit preparation,
special mailings, etc.
$100.00 per hour
plus and third-party
charges incurred
Audit preparation
assistance: Included
Special Mailings: $15
per notification
Special Requests: up
to $225.00 per hour
Non-Standard
Servicing Activities
Any additional
activities required for
servicing a loan not
specified in contract
$100.00 per hour Any agreement for
additional services
will be mutually
agreed in the Scope
of Work
De-Conversion De-convert loans
from servicing
system
$50.00 - $100.00 per
loan
$75.00 per loan
Default Management Repayment plan,
Forbearance,
Deferment,
Extension, etc.

Fee based on
specific event
Fee based on
specific event
Minimum Monthly
Servicing Billing
$1,000.00
This item was presented to Finance Committee on April 29, 2024 in an amount not to exceed $250,000 for a five (5) year contract for the residential loan portfolio. The City has since received the pricing for the commercial multifamily loans which has resulted in an increase to the contract in the amount by $184,000 based on the volume of commercial loans to a total amount not to exceed $434,000 for the duration of the five (5) year contract. The City receives an approximate annual amount of $1,700,000 in payments as program income from the current loans for all grant programs, which is forecasted to sufficiently cover the associated expenses of the proposed agreement.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. Awarding the contract to AmeriNat complies with this requirement because the City issued a formal Request for Proposals, and AmeriNat was the only entity that responded. #4..
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City Council, June 11, 2024
Agreement for Loan Servicing with AmeriNat

FISCAL IMPACT:

There are nearly 300 loans in the City’s current portfolio. Less than 60 have monthly payments while the remaining loans have deferred payments. There are approximately 50 loans that are currently classified as commercial multifamily loans. As stated, the City receives an approximate annual amount of $1,700,000 in payments from the current loans as program income from all grant programs which is forecasted to sufficiently cover associated expenses of the proposed agreement. As the City continues to partner with developers, agencies, and homeowners, the loan portfolio continues to evolve.

With the prior loan servicer, service fees were deducted by the loan servicer from the gross revenue received that month and forwarded the net amount to the City. Moving forward, AmeriNat will be required to submit an invoice for review by the City of Modesto and these fees will be recaptured by the interest and penalties collected on the loans paid to the City or paid by grant funds (Community Development Block Grant, HOME Investment Partnerships, Permanent Local Housing Allocation and other State or Federal grant funds). This item has no impact on the General Fund.

COMMITTEE RECOMMENDATION:

This item was presented to Finance Committee on April 29, 2024, in an amount not to exceed $250,000 for a five (5) year contract for the residential loan portfolio, and the Committee recommended forwarding the item to Council for approval with the understanding that the City was in the process of obtaining pricing for the commercial multifamily loans.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Award of Proposal and Purchasing Agreement with AmeriNational Community Services LLC (dba AmeriNat), to manage the City’s loan portfolio for loans funded through State and Federal programs for a three (3) year Agreement with two (2) one-year extension options, for an annual estimated amount of $86,800, and a total amount not to exceed $434,000 over five years; and authorizing the City Manager, or his designee, to execute the Agreement.

Approved by: ___________
Jessica Hill,
Director of Community and Economic Development
___________
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Standard Agreement

3. AmeriNat Proposal

4. AmeriNat Addendum

5. RFP 2324-41 and Addendum
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06/11/2024/C&ED/EGarcia 1 2024-

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING THE AWARD OF PROPOSAL AND

PURCHASING AGREEMENT WITH AMERINATIONAL COMMUNITY
SERVICES LLC (DBA AMERINAT), TO MANAGE THE CITY’S LOAN

PORTFOLIO FOR LOANS FUNDED THROUGH STATE AND FEDERAL
PROGRAMS FOR A THREE (3) YEAR AGREEMENT WITH TWO (2) ONEYEAR EXTENSION OPTIONS, FOR AN ANNUAL ESTIMATED AMOUNT OF $86,800, AND A TOTAL AMOUNT NOT TO EXCEED $434,000 OVER FIVE YEARS; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO

EXECUTE THE AGREEMENT
WHEREAS, the City of Modesto allocates funding in the form of loans from both the U.S. Department of Housing and Urban Development (HUD) and State of California Housing and Community Development Department which requires the City to track and reinvest proceeds to loans from entitlement funding sources such as Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME), and Permanent Local Housing Allocation (PLHA) funds; and
WHEREAS, in 1994, the City began outsourcing the servicing of its loan portfolio consisting of loans made to owners of residential properties for the purpose of housing rehabilitation, down payment assistance loans, and/or loans to non-profit organizations offering affordable housing, and
WHEREAS, the current contract that was originally negotiated with Community Reinvestment Fund (CRF) was amended on November 14, 2023, via Resolution 2023- 501 extending the term through June 30, 2024, and
WHEREAS, on September 25, 2023, the City was notified that the current loan servicer was discontinuing servicing consumer loan assets, which began the process for searching for a replacement loan servicer, and
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06/11/2024/C&ED/EGarcia 2 2024-
WHEREAS, a Request for Proposals (RFP) was released on November 21, 2023 through Planet Bids. A total of 7 vendors downloaded the RFP and at the time of bid closing on January 16, 2024, AmeriNat was the only proposal received. After reviewing the proposal and conferring with other municipalities, the services offered by AmeriNat are in line with the needs of the City’s loan portfolio, and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. Awarding the contract to AmeriNat complies with this requirement because the City issued a formal Request for Proposals, and AmeriNat was the only entity that responded, and
WHEREAS, there are nearly 300 loans in the City’s current portfolio. Less than 60 have monthly payments while the remaining loans have deferred payments. There are approximately 50 loans that are currently classified as commercial multifamily loans.

The City receives an approximate annual amount of $1,700,000 in payments from the current loans for all grant programs. As the City continues to partner with developers, agencies, and homeowners, the loan portfolio continues to evolve, and WHEREAS, AmeriNat will be required to submit an invoice for review by the City of Modesto and these fees will either be recaptured by the interest and penalties collected on the loans paid to the City or paid by grant funds (Community Development Block Grant, HOME Investment Partnerships, Permanent Local Housing Allocation and other State or Federal grant funds), and this item has no impact on the General Fund.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Award of Proposal and Purchasing Agreement with #4..
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06/11/2024/C&ED/EGarcia 3 2024-
AmeriNational Community Services LLC (dba AmeriNat), to manage the City’s loan portfolio for loans funded through State and Federal programs for a three (3) year Agreement with two (2) one-year extension options, for an annual estimated amount of $86,800, and a total amount not to exceed $434,000 over five years.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is authorized to execute the Agreement, in a form approved by the City Attorney.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 11th day of June, 2024 by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: ?
NOES: Councilmembers: ?
ABSENT: Councilmembers: ?
ATTEST: ____________________________

DIANE NAYARES-PEREZ, CMC,
City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
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1 STANDARD

AGREEMENT FOR LOAN SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2024, by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and AmeriNational Community Services, LLC, d/b/a AmeriNat a Minnesota Limited Liability Company, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that there is a need for a loan servicer to service the City loans issued to individuals and agencies on behalf of the City.

B. Consultant represents that it is qualified, willing and able to provide the services to prepare said document(s).

NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "project". The Consultant shall perform the services as described in Exhibit "A" in a manner compatible with the standards of its profession, and shall produce a fully complete project that is acceptable to City.

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect for a term of three (3) years, with two (2) one year extension options at the discretion of the City Manager, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.
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2 City hereby gives Consultant notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of the effective date of this agreement. Consultant shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit "A".

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed Four Hundred Forty-Three Thousand dollars $434,000 as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A" and for performance by Consultant of all of its duties and obligations under this Agreement.

The Compensation shall be paid pursuant in the manner and at the times set forth in Exhibit A and B.

Consultant shall submit monthly invoices to the City which include detailed tasks completed and detailed receipts for any reimbursable expenses. The City shall pay any undisputed invoice within sixty (60) days. A finance charge of 1% per month compounded will be applied to invoices outstanding and unpaid for more than 60 days.

Expenses: The City shall reimburse Consultant for Consultant’s actual out-of-pocket expenses. All reasonable reimbursable expenses shall be supported by documentation at the time of billing. In addition to the aforementioned fees, Consultant will be reimbursed for the items listed in Exhibit B – Pricing Schedule, plus any expenses agreed by the parties as set forth in the Consultant's Proposal attached hereto, that are reasonable, necessary and actually incurred by the Consultant in connection with the services.

4. OBLIGATIONS OF Consultant.
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3 Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

The Consultant operates under the regulation and jurisdiction of various licensing authorities including those states from which the City intends to originate and/or purchase loans. The requirements of which may vary from time to time. If the Consultant’s authority to service loans in a particular state were revoked or otherwise made unreasonable to continue in the then-current processes and in accordance with the terms of this Agreement due to changes in circumstances or regulation, the Consultant will provide prompt notice of its requirement to modify or terminate services and will modify or terminate services before the latest available date as allowed by regulatory authority. Termination under this provision will not be deemed to be a default by the Consultant, and no liability will exist to reimburse the City for losses incurred as a result of the termination. If services are terminated under this provision the City will not be liable to the Consultant for transfer fees specified in the fee section of this Agreement.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that AmeriNat’s personal lines team, will be primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.
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4 Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, and may be used by City as it may require without any additional cost to City. No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City.

AmeriNat Portal access.

The City agrees to access and use the AmeriNat Portal solely for its own internal use, in compliance with operating instructions provided by the Servicer and the terms of this Agreement, and to designate an authorized individual to serve as the Client Data Security Administrator. The City further agrees to treat the AmeriNat Portal and all associated documentation and processes as Confidential Information.

Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract.

All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Consultant after termination of this Agreement without written consent of the City.

7. NEWS AND INFORMATION RELEASE.
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5 Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Manager.

8. INTEREST OF CONTRACTOR.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

9. AMENDMENTS.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Consultant to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

Until a change order is so executed, City will not be responsible to pay any charges Consultant may incur in performing such additional services, and Consultant shall not be required to perform any such additional services.

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Consultant, by virtue of this Agreement, #4..
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6 has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer, or employee of the City is to be considered an employee of Consultant. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employeremployee relationship or a joint venture.

Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant has control over the manner and means of performing the services under this Agreement. Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.
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7 It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever.

It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

As an independent contractor, Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, Consultant shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. Consultant shall furnish a warranty of such right to use to City at the request of City.

13. NOTICES.

Any and all notices permitted or required to be given hereunder shall be deemed duly given and effective (1) upon actual delivery, if delivery is by hand; or (2) five (5) days after delivery into the United States mail if delivery is by postage paid registered or certified (return receipt requested) mail. Each such notice shall be sent to the parties at the address respectively indicated below or to any other address as the respective parties may designate from time to time.

FOR CONSULTANT: Name: AmeriNat
Address: 217 South Newton Avenue
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8 Albert Lea, MN 56007
Attention: Amber Loverink, Marketing and Contracts Manager Phone: (866) 779-5546
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Community Development Manager
Phone: (209) 577-5211

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies. (a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $500,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $100,000 for property damage or $1,000,000 combined single limit.

This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations; and professional liability. (c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $100,000 for property damage or $1,000,000 combined single limit. This insurance shall cover any automobile for bodily injury and property damage.
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9 (d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended, or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance called for in the contract specifications to the City Clerk at the time the contract is signed.

15. TERMINATION OF AGREEMENT.

Termination on Occurrence of Stated Events
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10 This Agreement shall terminate automatically on the date on which any of the following events occur: (1) bankruptcy or insolvency of Consultant, (2) legal dissolution of Consultant, or (3) death of key principal(s) of Consultant.

Termination by City for Default of Consultant
Should Consultant default in the performance of this Agreement or materially breach any of its provisions, at its option City may terminate this Agreement by giving written notification to Consultant. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include but not be limited to any of the following:
failure to perform required services or duties, willful destruction of City's property by Consultant, dishonesty or theft.

Termination by Consultant for Default of City
Should City default in the performance of this Agreement or materially breach any of its provisions, at its option Consultant may terminate this Agreement by giving written notice to City.

The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include but not be limited to any of the following: failure to cooperate reasonably with Consultant, willful destruction of Consultant's property by City, dishonesty or theft.

Termination by City for Lack of Budgeted Funds
The City may terminate this Agreement effective July 1 of any given year upon the City's determination to not appropriate sufficient funds for this Agreement for the ensuing fiscal year.

In such event City shall give Consultant not less than 90 days written notice.

Termination for Failure to Make Agreed-Upon Payments
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11 Should City fail to pay Consultant all or any part of the payments set forth in this Agreement on the date due, at its option Consultant may terminate this Agreement if the failure is not remedied within thirty (30) days after Consultant notifies City in writing of such failure to pay. The termination date shall be the effective date of the notice.

Termination by City for Change of Consultant's Tax Status If City determines that Consultant does not meet the requirements of federal and state tax laws for independent contractor status, City may terminate this Agreement by giving written notice to Consultant. The termination date shall be the effective date of the notice.

Termination by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ninety (90) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Voluntary Termination
The parties may terminate this contract upon mutual written Agreement. Either party may also, at their discretion, terminate this Agreement, in whole or in part, by giving the other party ninety (90) days written notice thereof and in such event, the Consultant shall be entitled to receive compensation specified herein for work completed prior to such ninety (90) days’ notice of termination or cancellation, delivered or not yet delivered to the City. The Consultant shall also be #4..
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12 entitled to compensation for subsequent work requested by the City and delivered by the Consultant, after notice of termination. For work partially completed at the date of termination, such work will be compensated on a prorated basis, as mutually agreed upon. Upon notice of termination, the City will be converted to a deduct from remittance payment method if applicable. The parties agree that a controversy or claim arising out of or relating to this Agreement shall be settled by arbitration pursuant to the Federal Arbitration Act.

In the Event of Termination
If this Agreement is terminated pursuant to this Paragraph, Consultant shall cease all its work on the project as of the termination date and shall see to it that its employees, subcontractors and agents are notified of such termination and cease their work. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. Further, if City so requests, and at City's cost, Consultant shall deliver to City any work products whether in draft or final form which have been produced to date.

If the Agreement is terminated pursuant to any of the subsections contained in this paragraph, City will pay Consultant an amount based on the percentage of work completed on the termination date, this percentage shall be determined by City in its sole discretion. If the Agreement is terminated pursuant to the subparagraph entitled Termination by City for Default of Consultant, Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

16. INDEMNITY.
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13 Consultant, its agents, officers and employees shall defend, indemnify, and hold harmless City, its agents, officers, and employees from and against all claims, damages, losses, judgment, liabilities, expenses, and other costs including litigation costs and attorney's fees from every cause, including but not limited to injury to person or property or wrongful death arising directly or indirectly out of any act or omission of Consultant whether or not the act or omission arises from the sole negligence or other liability of City, or its agents, officers, and employees or volunteers relating to or during the performance of its obligations under this agreement.

Consultant's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Consultant to procure and maintain a policy of insurance.

The City agrees to indemnify, defend and hold harmless the Consultant and its respective employees, representatives, agents, successors and assigns (the "Consultant Indemnitees") from and against losses, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by the Consultant in connection with a breach by the City of the covenants, agreements, representations or warranties contained herein, or the sole negligence or willful misconduct of the City, or its employees or agents.

17. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the #4..
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14 terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

18. PARTIAL INVALIDITY.

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

19. WAIVER.

The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

20. AUDIT.

The City's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Consultant's charges to City under this Agreement.

Consultant agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for Consultant services. City's representative shall have the right to reproduce any of the aforesaid documents.

21. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.

22. HEADINGS NOT CONTROLLING.

Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

23. COMPLIANCE WITH LAWS.
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15 Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws.

Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits. Consultant will have a City of Modesto business license.

24. NON-STANDARD PORTFOLIOS.

For loans with unique servicing characteristics that are not shown and priced in Exhibit B, the Parties acknowledge that additional and/or different servicing requirements may be appropriate.

The Parties shall work together in good faith to establish written terms for the servicing of these types of loans. The agreement on the servicing provisions for a non-standard portfolio, including pricing for said services, shall be memorialized as an amendment to this Agreement. If the Parties cannot agree upon the terms for servicing a non-standard portfolio, Consultant will have the right to refuse servicing such loans.

25. ANTI-MONEY LAUNDERING.

The City is responsible for OFAC Screening of borrowers prior to loan origination and for compliance with Anti-Money Laundering program requirements of 31 U.S.C. § 5318(h), or other directives that may relate to the appropriate verification of borrower identity to ensure the prohibition of transactions with certain foreign countries and/or their nationals. The City agrees to promptly notify Consultant if it becomes aware of its borrowers being added to the Specially Designated Nationals List during the term of this agreement.

26. PRIVACY.

The City acknowledges its obligation under the Gramm-Leach-Bliley Act 15 USC 6801 and confirms that it adheres to the provisions of this regulation and related guidance, including issuance of the proper privacy notices to its customers if required, as with the FCRA and FDCPA. #4..
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16 27. FORCE MAJEURE.

Delays in or failure of performance by either party, except in respect of the obligation of payments under this Agreement, shall not constitute default of this Agreement, if and to the extent such delays or failures are caused by occurrence(s) beyond the reasonable control of the party affected, and which by the exercise of due diligence such party is unable to prevent, such occurrence(s) including but not limited to: acts of God, sabotage, war, acts of terrorism, riots, insurrections, civil unrest, riots, embargoes, pandemics, strikes, lockouts, fires, floods, tornados, hurricanes or other natural disaster or governmental actions. In such an event, the party claiming Force Majeure shall promptly notify the other party of the nature of the event in writing, and, if reasonably possible, such notice shall set forth the extent and duration thereof, and shall resume performance at the earliest possible date.

28. COMPLIANCE WITH LATE FEES.

In order to ensure compliance with respective state statute, the City’s Loans will be boarded and serviced in accordance with the late fee provision in the Loan documents, and where appropriate, said late fee will be reduced to not exceed the maximum amount allowed by law. Loans boarded for servicing that do not contain a late fee provision are subject to an additional monthly servicing fee surcharge.

29. IRS REPORTING.

If the services to be provided under this agreement include the acceptance of loan payments and/or 1099 reporting (1099-Int, 1099-C, etc.), the Consultant shall submit the required 1098 and/or 1099 forms to the Internal Revenue Service as required. If the Loan data provided by the City does not include a valid social security number for a borrower(s), the Consultant shall exercise reasonable means to obtain such valid social security number(s). If the lack of an available and/or #4..
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17 valid social security number(s) results in a penalty or fine assessed by the Internal Revenue Service, the City will be notified of the amount of the penalty or fine and will promptly reimburse The Consultant for such penalty or fine paid or to be paid. #4..
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18 IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. , adopted by the Council of the City of Modesto on the day of , 20__, and has caused this agreement to be duly executed. #4..
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19 EXHIBIT A
Detailed Scope of Work
AmeriNat offers clients comprehensive and proven solutions for their program needs. As a regulated servicer, these solutions are based upon processes and procedures developed in compliance with pertinent regulations. The work will include, but not be limited to, the following services:
► Monthly Servicing
► Collections
► Delinquency Counseling, Repayment Plans, Loan Modifications and Forbearance Evaluations
► Technical Assistance
► New Loan Set-Ups, Loan Revisions and Loan Payoffs
► Foreclosure Services
► Bankruptcy Tracking
► Record Maintenance
► Imaged Documents
AmeriNat will perform the following tasks:

1. Monthly Servicing
a) Provide diligent and customary loan service functions.

AmeriNat offers clients comprehensive and proven solutions for their program needs. As a regulated servicer, these solutions are based upon processes and procedures developed in compliance with pertinent regulations.
b) Maintain a complete and accurate account of the borrower's accounts and properly apply all sums collected from the borrower or through the partnering primary lending bank.

AmeriNat will collect payments from the borrowers through monthly or other scheduled remittances of principal, interest, fees, escrow balances and other identified payments. Payments will be posted to the loan and ancillary records in accordance with the loan documents and the City's written instructions the same day as receipt. Funds will be maintained in an FDIC insured banking institution in a custodial account for the benefit of the City and the borrowers as applicable. AmeriNat balances cash received and transmitted and loan portfolio totals on a daily and monthly basis. c) Remit all payments received with respect to each loan to the City, on or before five (5) business days from the 20th of each month, the #4..
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20 total receipt of all principals and/or interest payments paid by the borrower per the payment requirements documented within the promissory note.

AmeriNat will forward remittances to the City monthly net of fees and other authorized charges due to AmeriNat by the tenth (10th) business day of the month.
d) Provide default and delinquency monitoring.

AmeriNat provides treatment for delinquent mortgages through positive pressure that is fair but firm, with escalation of activities matching the advancement of the delinquency stage. Additional detailed scope information can be found in section 2. Collections below. e) Inspect and notify the City of all defaults and events of defaults by the borrower of which the contractor is aware. This may include sale, transfer, loss and/or damage to collateral used to secure loan, failure to provide adequate insurance coverage of financed property, borrower's misuse of financed property, and/or other violations by a borrower of his/her/their obligations under the executed loan documents.

AmeriNat will notify the City via online portal reports of defaults and events of defaults by the borrower of which we are aware.
f) Keep all records in connection with the loans at the contractor's place of business and available, within one (1) business day notice, for inspection during regular business hours, by City
representatives, or other examiners/persons lawfully and appropriately authorized by the City or other governmental authorities.

AmeriNat will have records available within five (5) business days' notice. g) Provide automatic payment and pay by phone options to borrowers.

AmeriNat provides several convenient payments options including reoccurring ACH and "check- by-phone"1, as well multiple payment options online, via the AmeriNat app and via check to a secure lockbox. 1 Additional fees apply.
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21 h) Provide insurance monitoring and owner occupancy monitoring for residential loans.

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.

Lender Placed Insurance (at City's option): 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 the City wishes to select loans for the force placement of insurance on an "as requested" basis, it will be the City's responsibility to verify the placement has been completed by AmeriNat. This quality control step aids in ensuring that the City's instructions were received by AmeriNat, usually via email.

The City can review the coverage through monthly reports from AmeriNat indicating insurance status.

1. Coverage is 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, the balance will be accounted for in that month's reconciliation of the City Escrow Deficit Account. If the aggregate portfolio remittance for the month is insufficient to cover the deficit amount, the City will be billed and responsible for the cost until recouped from the borrower. Pay-off quotations or demands will reflect impound deficit amounts (caused by the cost of forced- place insurance or other advances) so that the borrower will still be held responsible for the cost even if they are unresponsive.
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22 5. The Portfolio Status Report, delivered monthly to the City, will also reflect such negative impound balances (i.e. the total amount of such premiums owed by borrower).

6. The one-year policy is cancelable by either AmeriNat or the City.

Owner occupancy monitoring: AmeriNat will forward an instructional letter and Affidavit of Owner to the borrower. The Affidavit requires the owner to affirm continued compliance with 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 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 the City. i) Provide tax monitoring.

At the City's request, AmeriNat will order a tax service contract and monitor the timely payment of property taxes.
j) Report loans to no fewer than three (3) credit bureaus and respond to any disputed credit reports filed by borrowers.

AmeriNat submits payment activity to the four credit repositories, Equifax, Experian, Innovis, and TransUnion, on a monthly basis. Timely payments help strengthen a borrower's credit rat ng and these are reported as well as delinquent payments.
k) Provide monthly reports delivered on the day of, or before, the transfer of total receipts that are remitted to the City. The report must detail amounts received by individual account and totals by program. Provide samples of these monthly reports.

AmeriNat's standard reports are designed to meet the 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 the City online through AmeriNat's portal. The City has unlimited access to account and portfolio data through the portal and #4..
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23 can view the information as well as generate reports that can be downloaded into Excel.

1. Portfolio Status Report: The 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.

2. Current Month Reconciliation Report: This monthly report serves as reconciliation for the loan payments remitted by borrowers.

3. 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.

4. Fee Detail Report: This monthly report details AmeriNat's fees assessed and overall remittances on a per loan basis.

5. 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 the City's monthly remittance; a net shortage/negative will be deducted and a net overage/positive will be remitted.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 the client's portfolio.

6. Payment History: This report details transactions on individual accounts for the current year's
activity.

7. 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.

8. Additional Standard Reports:
► Borrower with Balances
► Closed Accounts
► Account Memo Listing Report
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24 ► Escrow Activity
► Daily Transactions Summary
► Borrower Loan Information
► Open Accounts
► Account Status Report
► Borrower Property Information
► Late Charge Activity
► Manual Adjustments
l) Provide monthly statements that would be sent to borrowers, as well as standard letters and communication. Provide samples of these monthly statements.

AmeriNat will supply borrowers with a printed or electronic monthly billing statement.

Borrowers are encouraged to sign up for e-statements. Standard letters and communication is also provided. Postage costs for printed statements and letters will be passed through to the City.

2. Collections
a) Take all customary and appropriate action to collect all loans when due monthly.

AmeriNat's collections and loss mitigation activities are based on uniformly accepted servicing standards, industry best practices, GSE standards including FHA reporting requirements, and the client's servicing manuals and program requirements. Collections and loss mitigation activities comply with pertinent regulations including the Consumer Financial Protection Bureau (CFPB) prescribed actions, the Equal Credit Opportunity Act (ECOA), the Fair Credit Reporting Act (FCRA) and the Fair Debt Collection Practices Act (FDCPA). AmeriNat's procedures are customized, within these regulatory parameters, for individual clients, investors, and insurers. Each client portfolio is different, and AmeriNat manages delinquency levels against client-specific goals rather than general standards. b) Create delinquent/default letters, including demand letters to each borrower who is 15, 30, 45, 60 and 90 days past due, and a list of letter recipients to be sent to the City, see address below.

AmeriNat forwards its first letter to new delinquent borrowers at 5 days past the first payment due date. Borrowers are reminded to contact
AmeriNat to discuss difficulties they may be facing in meeting their obligations.

Letters of varying tone and composition will be sent at 15, 30 and 45 and 90 days past the payment due date. For single-family loans, 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 #4..
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25 immediate payment. Borrowers are also encouraged to apply for federal or state relief programs that may be available.
c) Make telephone calls to residential and developer loans beginning at 30 days delinquent and for economic/commercial loans, calls will be made at 15-, 30- and 45-days delinquent.

Telephone calls will be placed on a regular basis as loan remains under active delinquent 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 at 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. d) Submit confirmation letters to follow up telephone calls and submitted to an approved encryption portal for retrieval.

Contact with borrowers is used to solicit commitments to repay past due amounts. For loans in later delinquency stages, once a commitment is gained, AmeriNat will forward a confirmation letter to the borrower to document both the call and the commitment. Notes associated with this activity can also viewed on the AmeriNat Portal. e) For All Residential and Developer Loans Only: Upon the expiration of the 90-day demand letter the Contractor will contact the City for approval to move forward with further legal collection activities, including foreclosure. Copies of correspondence should be submitted to an approved encryption portal for retrieval.

Upon the expiration of the 90-day demand letter, AmeriNat will contact the City for approval to move forward with further legal collection activities, including foreclosure.

Notes associated with this activity can be viewed on the AmeriNat Portal.

3. Delinquency Counseling, Repayment Plans, Loan Modifications and Forbearance Evaluations
a) Work with borrowers to evaluate their financial situation, including budget and credit counseling, to formulate repayment plans or recommend loan modifications for borrowers more than ninety (90) days past due.

AmeriNat performs normal workout activities and if further professional budgeting and credit counseling work is needed, AmeriNat will refer them to an independent resource. b) Work with borrowers to implement repayment plans for past due payments, generally no more than ninety (90) days past due and/or able to be brought current within 6-12 months. Send copies of letter agreements with borrowers to #4..
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26 the City.

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 the City. Formal modifications to promissory note terms and forbearance plans of greater than six months duration are forwarded to the City for pre-approval. Before the borrower executes the agreement, the City is requested to approve the plan. Once approved, AmeriNat will implement the new payment schedule. Should a borrower default from the new payment schedule without cause, AmeriNat will recommend foreclosure. Notes associated with this activity can be viewed on the AmeriNat Portal.
c) Prepare Forbearance Evaluations and work with borrowers who have encountered hardships to recommend loan modification actions.

Forbearance Evaluation Process: 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 the 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 the 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.

AmeriNat's objective is to formulate a plan to bring the loan current as soon as possible.

However, in light of the City original purpose in making these loans (to assist the low/moderate income and disadvantaged citizens of its community), AmeriNat may recommend forbearance plans that defer all or part of the regular repayments for a specified period of time.

Loan Modification Analysis:

1. Preliminary Screening: When 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 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, W2'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 #4..
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27 credit report and escrow analysis are ordered, as applicable, and the application is submitted to underwriting.

3. Analysis and Recommendation: Underwriting of the application is performed using the City's eligibility criteria. This analysis will reflect information such as ability to repay or affordability (debt-to-income ratio), status of 1st mortgage, and occupancy. Based on the aforementioned, 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 the City. The recommendation along with the supporting documentation will be sent to the City for approval.

4. Approval: Once a loan modification has been approved, AmeriNat shall prepare and forward the required documents to the borrower for signature and recording, unless the 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 the City and copies will be promptly sent to AmeriNat along with funds required for escrow, legal fees, etc.

After receipt of executed modification documents and required funds, AmeriNat will make the appropriate modifications to the loan, send the borrower new payment coupons or billing statements, and electronically notate the account. Respective modification documentation will be retained in the electronic loan file.

4. Technical Assistance
a) Provide assistance to Community Development Department staff relative to current lending practices, policies and procedures which may be used in the development or modification of the City's existing and future loan programs.

AmeriNat has six defined corporate-wide goals that align with the company's vision/mission/philosophy and values. The first of those goals is to "strengthen customer relationships." AmeriNat follows through on this commitment through assigning a dedicated investor services representative to assist with questions, offer assistance, and if appropriate, to gather the resources necessary to consistently provide exemplary service. Technical assistance is subject to an hourly fee or as agreed to in a Statement of Work.

5. New Loan Set Ups, Loan Revisions and Loan Payoffs
a) From receipt of new loan information from the City, set-up of new loans should take no longer than ten (10) business days. Borrower shall be mailed a Welcome Letter and schedule of payment or coupon book within this time frame.

Initial Portfolio Transfer: The City will send AmeriNat copies of the loan files electronically.

AmeriNat will test the boarding data against the loan file records. A quality control review is conducted on system data to flag values exceeding normal or expected ranges. Data is also sent to the City for review and acceptance. Throughout the process, AmeriNat's #4..
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28 conversion team will meet with the City frequently to discuss progress of the conversion.

More details on the initial transfer can be found in section 11 below.

Flow Loans: The City is responsible for completing an electronic loan setup form, available on AmeriNat's portal, for flow loans being transferred to AmeriNat for servicing. When fully complete, the City uploads the form to the AmeriNat portal. AmeriNat will board new loans within ten (10) business days of receiving the fully completed electronic loan setup form along with applicable required funds.

Introductory Package: Upon boarding of a new loan, AmeriNat will send a welcome package to the borrower. This welcome package contains a Notice of Servicing Transfer, Fair Debt Notice, FACT Act Letter, and a variety of options to submit payments. b) Upon request of the City, loan revisions of existing loans should be updated within one (1) business day.

Upon request of the City, loan revisions of existing loans will be updated within five (5) business days.
c) Respond to payoff quote requests in a timely manner within one (1) business day.

AmeriNat will respond to payoff quote requests generally within two (2) business days of receiving the written request.

6. Foreclosure Services
a) If the City consents to the initiation and completion of foreclosure on all collateral, including real and personal property, unless the City Manager or his/her designee has agreed otherwise, the servicing contractor shall notify the City at least fifteen (15) days before the filing of a petition to initiate any special proceeding. The City shall have the right to approve the attorney chosen by contractor to represent the City, which approval shall not be unreasonably withheld. With respect to collection, the City will be responsible for filing, service fees and other costs for which the beneficiary is customarily responsible.

Upon the 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 the City. If no response is received within 30 days, AmeriNat will advise the City of the non-response and proceed to foreclosure. AmeriNat will properly document the steps taken to affect a cure.

If the loan is not reinstated (brought current) or paid off, AmeriNat will continue foreclosure up to and including the sale of the property. If the City desires AmeriNat to perform property management, a third-party property management vendor will be engaged.

AmeriNat can identify, track and pay bills related to property preservation, the costs of which remain the responsibility of the City. Upon sale of the property, AmeriNat will return #4..
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29 the proceeds of the sale to the City less foreclosure fees and previously un-reimbursed costs incurred.

In the event the borrower reinstates the loan, AmeriNat will remit to the City payments received from the borrower. For those loans that are reinstated by the borrower, AmeriNat will resume normal servicing functions.

AmeriNat will notify the City at least fifteen (15) days before the filing of a petition to initiate any special proceeding. The City shall have the right to approve the attorney chosen by contractor to represent the City, which approval shall not be unreasonably withheld. With respect to collection, the City will be responsible for filing, service fees and other costs for which the beneficiary is customarily responsible.

7. Bankruptcy Tracking
a) Track Chapter 7 and Chapter 13 Bankruptcy Filings.
b) Upon request of the City, file Proof of Claim or Reaffirmation Agreement. c) Track pre- and post-petition payments and any other related tasks.

Chapter 7 Bankruptcy:
a. Upon receipt of notification from a court of law, debtor (borrower), or the 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 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 notify the borrower's (debtor's) counsel and Chapter 7 Trustee advising of the default, but if filed pro se, then the debtor would be notified directly. c. Should the Chapter 7 Trustee determine that assets are available for distribution to creditors, AmeriNat will file a Proof of Claim on behalf of the City.

Chapter 13 Bankruptcy:
a. Upon receipt of notification from a court of law, debtor (borrower), or the City, of a Chapter 13 bankruptcy for a debtor serviced by AmeriNat, AmeriNat will notify the City its intention to file a Proof of Claim as well as supporting bankruptcy documentation and will file with the appropriate court. Upon receipt of a returned filed Proof of Claim from the court, AmeriNat will forward a copy of the same to the City and will begin monitoring post and pre-petition payments to borrower's loan account.
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30 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 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 the City, AmeriNat will file the Motion for Relief. Once authorized by the court, and as directed by the City, AmeriNat may then begin foreclosure proceedings.

8. Record Maintenance
a) Maintain all records per the required record management policy to be approved by the City.

Records are maintained electronically. Loan data is available in a secure fashion via the online portal. Copies of loan files can be uploaded to the secure portal upon request of the City. It is expected that the City will not routinely need copies of loan file documentation. AmeriNat provides the first three loan files per month at no charge and thereafter charges $85 per file per occurrence in the same month. b) Electronic file access must be maintained per the required record management to be approved by the City.

AmeriNat maintains electronic loan files, and copies can be made available upon request, within five (5) business days. Our clients use our online portal to easily identify loan statuses, and hard copies of files are generally not needed. See above paragraph for information on secure access to loan files.

9. Imaged Documents
a) All documents shall be imaged and accessible to the City at all times.

AmeriNat will image and make available for review, inspection and downloading records and reports related to the City's loan accounts. These records and reports are accessible during regular business hours generally within five (5) business days of notice. Our clients use our online portal
to easily identify loan statuses; therefore, hard copies of files are generally not needed.

See above paragraphs for information on secure access to loan files.

AmeriNat recognizes the importance of protecting access to sensitive information stored in its systems and databases. Extensive procedures are in place to protect this information, including:
- Password protected computer workstations and programs - Password protection for critical data elements and processes in servicing #4..
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31 system
- Securitized email systems, and secured entry to Local Area Network - Firewall protection for access to Internet Services
- VPN and Firewall protected connectivity with remote users - Data backup media stored in off-site locations in protected banking environment

10. Other Needs and Requirements
a) The City will make payments based on a fee-for-service basis. Each billing must consist of an invoice and monthly activity summary with back-up documentation. No payment will be made until staff has approved the invoice.

AmeriNat provides a fee detail report that details on a fee-for-service basis. This monthly report is available on AmeriNat's portal.

11. Initial Transition Timeline
a) Once awarded and agreements approved by Council, The transitioning data and effective usage for the clients within 90 days.

AmeriNat is experienced with large and small portfolio integration through bulk transfers, as well as manual set up for new loan generation. AmeriNat's Investor Services and IT departments work together on the coordination of the transfers. A typical implementation timeframe is ninety days from award to service initiation.

Copies of the loan file will be electronically received, and boarding data is tested against loan file records. A quality control review is conducted on system data to flag values exceeding normal or expected ranges. Data is also sent to the City for review and acceptance. Throughout the process, the AmeriNat conversion team will be meeting with the City frequently to discuss progress of the conversion.

Upon the boarding of a new loan, AmeriNat will send a welcome package to the borrower. This welcome package contains a Notice of Servicing Transfer, applicable regulatory letters. information on how to make payments, ACH enrollment information, and information on how to reach AmeriNat and to log in to AmeriNat's borrower portal.

AmeriNat has outlined "milestones" below and on the following page to measure progress for the implementation of its loan portfolio management service. #4..
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32 Milestones Activities Deliverables

1. Implementation
Planning
• Define roles and responsibilities; obtain
preliminary information about portfolio
• Client meetings to review unique aspects
of portfolio
• Plan implementation and schedule
conversion date
• Determine available formats for data
• Complete Portfolio Transfer
Questionnaire and related documentation
with client
Implementation plan
and schedule

2. Requirements
Preparation
• Program data files with needed fields of
information required
• Receive and review preliminary test files
from current servicers system (re-run as
necessary for completeness and
accuracy checks to be satisfied)
• Run exception testing on missing,
illogical, or unexpected data results
• Records tested against original loan
documents for consistency
• Prepare program guidelines
• Forward proposed borrower welcome
package to client for approval
Completed program
guidelines; completed
approved welcome
packages

3. Data
Programming
• Transfer loan data into AmeriNat's system
• Quality control review of set up reports,
trial balances
• Cash and loan balancing
Data entered

4. File and Data • Electronic records of files transferred Portfolio status report Reconciling • Loan setup data tested against loan
documents for consistency
• Data reconciling and balancing,
acknowledgement by the client
sign-off
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33 Training is integrated within each step of the implementation phase. Detailed instructions and forms are provided to aid the process. Borrowers/Investors are provided statements, contact information and transfer information. If applicable, property insurers are notified of the new loss payee information during the transfer process, and the status of existing property tax contracts is verified or new contracts are ordered.

Individual loans on a go-forward basis are set up manually but through much the same process. Loans are boarded once AmeriNat determines that the loan data is accurate and complete.

AmeriNat has had numerous clients that have boarded loans with us where the previous servicing had resulted in inaccurate loan balances, such as missing payment information or the improper posting of partial payments. AmeriNat has developed a service through which a "clean-up" of the booked loans is done to be consistent with

5. Borrower
Notifications
• Good-bye letters (client) a minimum of 15
days prior to the servicing start date.
• Send borrower a welcome letter, a
Servicing Transfer Notice, FACT Act
Notice, a monthly statement, and ACH
payment information.
15-day letter; welcome
letter and necessary
servicing transfer
notices and
letters

6. Training • Review program guidelines with staff
• Provide client staff training for webbased reporting Completed reviews and
training

7. Service
Conversion
• Update data as of the date of transfer,
including account/reference number,
current balance, next payment due, date
of last payment, accrued interest, and
current impound/escrow balance
• Provide client staff with website logon
credentials and passwords
Transfer of service

8. Quality assurance
team 90-day
responsibilities
• Review reports with client during first two
months of servicing
• Operations meeting with multiple client
departments to review status
Review notes and
completed reports with
management
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34 the terms and conditions of the original loan documents. Clean up work typically involves a detailed review of payment histories to determine posting accuracy and compliance with amortization statements, truth in lending statements, and other applicable loan documents. This is particularly helpful when prior servicing has resulted in incorrect posting of payments. The clean-up fee varies depending on the scope of the project.

12. Loan Transfer
a) In the event the City requires the Contractor to transition loans back to the City or to another Servicer, the Contractor will gather and package all loan files (hardcopy and/or electronic copy) for shipment within 90 days from the date of written notice. The Contractor will work with the City's staff to electronically transmit servicing data in an agreed upon format.

In the event the City requires AmeriNat to transition loans back to the City or to another servicer, AmeriNat will gather and package loan files (hard-copy and/or electronic copy) for shipment within 90 days from the date of the written notice. AmeriNat's IT department will work with the City's staff to electronically transmit servicing data in an agreed upon format.

13. Additional Loan Servicing Functions:
a. Escrow/Impound Account: If the City chooses, AmeriNat will establish a borrower escrow/impound account 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).

Please note: For single-family loans, unless respective 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 the 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 the City request alternative handling of loan accounts with escrow payment increases, this may result in the City incurring extraordinary services charges.

If the City chooses to establish an escrow/impound account, AmeriNat will also establish a Client Escrow Deficit account. This account is used to track and reconcile 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. The escrow deficit account will be reconciled monthly, compared to advances made by AmeriNat and escrow payments collected from the borrowers. The net change will be included or deducted from the City's monthly remittance; a net shortage/negative will be deducted and a net overage/positive will be remitted. Advances made by AmeriNat #4..
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35 that are not reimbursed by the City the following month will be subject to an interest charge of 1% per month compounded until such time said reimbursement occurs.

Regardless of whether or not the net shortage/negative is deducted from remittance at the end of the month, the City remains responsible for escrow advances made by AmeriNat.

At portfolio transfer AmeriNat will require a cash deposit equal to the total amount of positive escrow balances. Negative escrow balances will be set up, but the total amount of negative escrow balances will not be netted out of the positive cash escrow balances. Should recurring advances become necessary, AmeriNat reserves the right to request the City to deposit an amount into reserve in the Client Escrow Deficit account to cover the anticipated necessary advances.
b. Late Fees: In keeping with the provisions of the City's promissory note, AmeriNat will assess and retain a late fee when payment is not made within the grace period. c. Account Inquiries: Borrowers and the City have 24-hour electronic access to their loan information via AmeriNat's website at www.amerinatls.com. Continuous access to loan account information is also provided during normal working hours through 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 transactions relating to the borrower's payments and/or escrow account. d. Non-sufficient Funds (NSF) Checks: In the event that a check is returned unpaid due to nonsufficient funds, a returned check fee will be assessed. A letter will be sent to the borrower requesting immediate payment plus the returned check fee. If this fee is not received, a memo will be placed on the individual's account and the fee will be collected at the time the loan is paid off. If there is no fee associated with checks being returned in the borrower's note agreement, applicable fees incurred will become the responsibility of the City.
e. Loan Amortization Schedules: AmeriNat will provide Loan Amortization Schedules upon request.
f. Tax Forms: Pursuant to IRS regulations and, on behalf of the City, AmeriNat will submit required tax forms for borrowers paying interest on City loans. g. 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.
h. Tickler Notifications: AmeriNat will provide an annual tickler notification at the City's request.
i. Loan Confirmation Audits: AmeriNat will complete loan confirmation audits when #4..
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36 requested by the 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.
j. Subordination Processing
1) Subordination Request Package: Upon a borrower's request for a subordination, AmeriNat will send a Subordination Request Package to the borrower or designee (lender or title). The City may require the borrower to pay the cost of the subordination processing at application or the City may pay the cost upon billing from 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)
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
4) Recommendation: At the completion of the review, a report is forwarded to the City with a recommendation to either approve the request and to execute the Agreement, or to deny the request. The report will contain a recapitulation of pertinent information such as lowered monthly payment amounts, old and new LTV's, new and old senior debt loan amounts, etc.
5) Approval: Upon the City's approval of a request for subordination, the City will forward to borrower's lender or Title Company:
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37 a. Completed and executed Subordination Agreement between the City and borrower
b. Closing instructions dictating terms / use of Subordination Agreement document
c. Request for Notice document for new senior loan
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38 Multifamily Loan Review and Servicing
AmeriNat understands the Multifamily loan services sought by the City and has been providing similar services on comparable loans and programs for over four decades.

AmeriNat’s scope of service has been developed and enhanced throughout this long history.

I. Credit Underwriting
A. AmeriNat will provide the lender with a credit underwriting analysis of the Developments or proposed Developments, as requested by the lender. The credit underwriting analysis of the Development will include a recommendation as to whether the requested loan amount is adequate and, in an amount, necessary for the financial feasibility and viability of each Development.

B. The process utilized by AmeriNat to underwrite all Developments will address, at a minimum, the factors outlined in items 1 through 14 below:

1. With respect to the Development team, AmeriNat will:
a. Evaluate due diligence related to applicant’s, the developer’s, general contractor’s, and the management company’s ability to successfully complete, stabilize and manage the proposed development.
b. Review developments constructed and/or currently owned by the applicant and its affiliates to determine that developments are in good financial standing and, where applicable, in compliance with applicable statutes, rules, and regulations. If it is identified by AmeriNat that the Applicant’s principals have other loans with the lender, or other lenders, that are out of compliance, in default or non-performing as determined by the lender, the loan recommendation will include a summary accordingly.
c. Evaluate the applicant’s, and guarantor’s, ability to support the proposed development, based on a review of their financial capacity, contingent liabilities, experience and stability.
d. Perform a credit analysis for principals, guarantors, general contractor, applicant, and general partner (i.e., credit reports, bank references, trade references, written financial statement analysis, tax returns, bank deposit verification, etc.).
e. Review the qualifications of all third-party professionals including, but not limited to, the Applicant’s architect and engineer.
f. Verify and document that the architect/engineer has a valid license and carries Errors and Omissions insurance in an amount required under the lender’s credit policy.
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39 g. Review the management agreement between the management company and the applicant to determine that the proposed development will be managed to comply with any required affordability restrictions and obtain a completely executed agreement prior to or at loan closing.
h. Verify and document the adequacy of the general contractor’s and borrower’s insurance policies pursuant to the lender’s credit policy.

2. With respect to the location of the Development, AmeriNat will:
a. Review available neighborhood information to identify the following:
i. Proximity to employment, job centers, transportation, shopping, schools, day care centers, hospitals, health clinics, parks, senior centers and any other applicable service establishment; and
ii. Type of neighborhood, including its appearance, growth or decline, and possible intrusion of commercial and industrial uses.
b. Perform a site analysis to include the Development’s:
i. Accessibility – ingress, egress, utilities, infrastructure and availability. ii. Topography.
iii. Zoning and land use requirements compared to the Development and verify conforming use and concurrency.
iv. Environmental aspects - Review of Phase I Environmental Report, and if necessary, a Phase II Environmental Report, Asbestos Survey and LeadBased Paint Report. v. Local Government approval of preliminary plans and specifications, as required.

3. With respect to the appraisal of the Development, AmeriNat will:
a. Review the appraiser’s qualifications and technical sufficiency including the verification of acceptable certifications and licenses. b. Review the appraisal’s valuation approach and provide an opinion as to the validity of the technique and value conclusion.
c. Review the appraisal to determine whether the value of the land and improvements to be acquired support the acquisition cost and that it conforms with the lender’s credit policy.
d. Review the value conclusions to confirm they ensure the feasibility of the development and support the proposed loan amount.
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40 4. With respect to the market study of the Development, AmeriNat will:
a. Review the qualifications of market consultants who complete a market study. b. Review and verify the market study report to make a recommendation as to whether the market exists to support both the demographic and income restriction set-asides and any fixed rents committed to. c. Review the site for proximity to other market rate and affordable housing Developments, review the absorption rates, occupancy and vacancy levels in the market and the potential impact on the proposed Development and ensure it conforms with the lender’s credit policy.

5. With respect to the physical needs assessment for Developments that include rehabilitation activities, AmeriNat will:
a. Review the qualifications of the construction consultants who assesses the physical needs and provide a physical needs assessment. b. Order the capital needs assessment to be completed by a qualified third-party provider in accordance with the lender’s credit policy. c. Review and verify the capital needs assessment report to make a recommendation as to the adequacy of its due diligence, its ability to address the Development’s capital needs appropriately, and that it was prepared in conformity with the lenders credit policy.

6. With respect to the plan and cost review AmeriNat will:
a. Review the qualifications of the construction consultant to ensure adequate experience to review the construction contract, plans and specifications and related due diligence to complete a plan and cost review that meets industry standards sufficient to make a commercial credit decision. b. Order the plan and cost review to be completed by a qualified third-party provider in accordance with the lender’s credit policy. c. Review and verify the plan and cost review to make a recommendation as to the adequacy of its due diligence, the adequacy and accuracy of its conclusions and whether or not it conforms with the lenders credit policy. d. Ensure the report concludes an appropriate reserve for replacements for developments being acquired and rehabilitated.

7. With respect to the Development’s economic feasibility, AmeriNat will:
a. Collect term sheets, letters of intent or commitments to confirm the terms under which the borrower will receive all sources of equity and debt for the proposed #4..
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41 development.
b. Review the agreement between the General Contractor and the Applicant for compliance with the lenders credit policy.
c. Review the sources and uses of funds to ensure conformity with the lender’s credit policy and confirm the following:
i. The construction costs are supported by the construction contract or other acceptable forms of support that comply with the lender’s credit policy. ii. Adequate support for substantive general development costs included in the development budget or otherwise confirm the costs are reasonable and in line with current market conditions.
iii. Adequate sources will be available to complete construction and pay all development costs.
d. The development budget concluded by underwriting will be used to complete a draw schedule and the terms of the equity and debt will be considered to ensure adequate interest is reserved during the construction period to pay interest until the development achieves sufficient revenue from rents to pay expenses and interest prior to conversion to permanent financing. The draw schedule will also confirm sufficient sources are available to pay development costs when incurred.
e. Review the operating pro-forma to ensure conformity with the lender’s credit policy and confirm the following:
i. Revenue is based on achievable rents with appropriate considerations for concessions, vacancy and collection loss as supported by comparable market data.
ii. Expenses are supported by comparable market data and reserves for replacement comply with the recommendations in the physical needs assessment, as applicable
iii. Net operating income will cover debt service requirements at a debt service coverage ratio that complies with the lender’s credit policy

8. AmeriNat will perform an analysis of the Management Company to determine if their qualifications are acceptable to manage the proposed development.

9. On a monthly basis, AmeriNat will submit written reports providing an update on the status of each Development AmeriNat is in the process of underwriting. At a minimum, the report shall include: Development name, name of credit underwriter, fee status, receipt dates of appraisal and market study reports, date of latest draft, date of final or #4..
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42 revised final report and a comment section.

10.AmeriNat will provide the credit underwriting report electronically.

11.A representative of AmeriNat will be present via phone or video conference when the final credit underwriting report is presented to the lender’s approving body.

12.Post underwriting approval and prior to closing, AmeriNat will review the proposed property insurance coverage for compliance with the lender’s credit policy, as applicable.

13.AmeriNat will review commitment letters and other appropriate legal documentation to ensure that the loan terms outlined in the credit underwriting report are incorporated into the loan documents.

14.AmeriNat will provide the lender with a letter at closing that indicates that all loan closing conditions listed in the credit underwriting report have been met. AmeriNat will also provide the lender with a dated and signed copy of approved sources and uses and a construction draw schedule.

II. Loan Boarding and Reconstruction
A. AmeriNat will board the lender’s portfolio via 1) a data tape completed by the lender or 2) by review of the existing reporting, loan histories and loan documents, including but not limited to, Promissory Notes, Loan Agreements, Mortgages, Subordination Agreements, etc.

1. AmeriNat will provide a data tape requesting all data necessary data to service the loan in accordance with agreed upon terms and the lender will complete the data tape for boarding.

2. AmeriNat will complete the data tape using existing reporting, loan histories and loan documents.

B. If sufficient reporting does not exist to determine the loans unpaid principal balance, accrued interest, payment terms, payment due and other necessary data points to board and service the loan AmeriNat can reconstruct the history with the following information.

1. As applicable, amount and date of disbursements made during construction

2. Promissory Note detailing the payment terms including the following:
a. Interest rate
b. Accrual Method
c. Payment Due Date
d. Payment Application

3. Payment history providing date of each payment received to date #4..
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43 4. Reconstructed history approved by the lender will be used to board and service loan III. Loan Servicing
AmeriNat will perform the following for the Client’s existing portfolio and new loans originated by the Client:

A. Accrue interest in accordance with the accrual method required by the applicable loan document(s), apply payments to the loans as required by the applicable loan document(s), and maintain loan history from the time the loan is boarded by AmeriNat through payment in full or service release to the Client.

B. Send billing statements to Borrower’s monthly. For matured loans, the Client will advise AmeriNat how to bill the Borrower in writing.

C. AmeriNat will accept payments via mail, online card and ACH transactions initiated by the Borrower via AmeriNat’s website, wire, and via debit of a Borrower’s account via ACH with written authorization. Upon receipt of a payment from a Borrower, AmeriNat will apply the payment to the loan in accordance with the direction provided in the applicable loan document(s). The Client will direct AmeriNat in writing on how the payment should be applied if the loan document(s) do not provide adequate instructions or if partial payments are received. If the loan document(s) do not provide adequate instructions related to payment application, funds will remain in suspense until the Client provides written instructions to apply payment to the loan record. If a partial payment is received, funds will remain in suspense until Client provides written instructions to apply payment to the loan record or payment in full is received. In addition, if the loan is matured the Client will provide instructions regarding how a payment received post maturity should be applied. If payment is received for a matured loan, funds will remain in suspense until Client provides written instructions regarding how the payment should be applied.

D. Upon receipt of a notice of default and direction from the Client, AmeriNat will change the rate of interest to the applicable default rate and accrue interest on the loan at the default rate until the Client provides notice the default has been cured or otherwise directs AmeriNat accordingly in writing.

E. As directed by the client, AmeriNat will increase a loan(s) Unpaid Principal Balance (“UPB”) for advances made by the Client to a Borrower. Client will provide AmeriNat notice of an advance in writing and include the date the advance was made to the Borrower as well as applicable terms agreed to that are not included in the existing loan document(s).

F. Contact Borrowers and pursue ACH enrollment at the direction of the Client and in conjunction with efforts by the Client related to Borrower ACH enrollment.

G. Obtain ACORDS confirming Hazard sufficient to cover the current UPB, ensure correct lender mortgagee and loss payee clauses and track effective dates and policy expiration #4..
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44 H. Provide online portal access to Client and its Borrowers that includes industry standard reporting and loan histories.

I. Payments and loan related fees collected and applied to a loan during the prior month will be remitted monthly accompanied by cash reporting identifying payment application.

J. Client will perform collection efforts including, but not limited to, collection efforts applicable to past due payments, financial statements and other covenants required by the loan document(s).

K. Client is responsible for collateral perfection including, but not limited to, extending the expiration of UCC filings
L. Client will ensure the release of all liens related to a loan, as applicable.

IV. Cash Flow Analysis
AmeriNat will request financial statements from Borrowers in accordance with agreed upon terms. Requests will be made via email and phone calls to the Borrowers. Two emails will be sent and two phone calls will be made to each Borrower requesting financial statements. Borrowers who fail to provide financial statements will be reported to the Client. Upon receipt of the Borrower’s annual financial statements, AmeriNat will perform the following:

A. Review financial statements for completeness.

B. Review the Promissory Note, Loan Agreement and Regulatory Agreement, as applicable, to determine the method cash flow is available to pay debt service C. Calculate cash flow available to pay debt service and present to Client for approval.

D. Prepare a billing statement and present to Borrower for payment.

E. Payments received will be applied to the Borrower’s loan in accordance with the terms of the Promissory Note and/or Loan Agreement.
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45 City of Modesto
Loan Servicing
V. Reports
Access to account and portfolio data is available via the AmeriNat portal.

Investors can view the information with various on-screen functionalities for sorting and filtering, as well as generate reports that can be downloaded into Excel, CSV, or PDF. Reports include the following:

1. Trial Balance: The report provides a complete accounting per loan of the total portfolio.

2. Cash Report: This report serves as reconciliation for the loan payments remitted by borrowers.

3. Delinquent Aging Report: This report reflects delinquent accounts at the 30, 60, 90, and over 90- day levels.
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46 City of Modesto
Loan Servicing

EXHIBIT B

PRICING SCHEDULE
Activity Description Price Per Service
Contract Origination,
Investor Setup and
Conversion
Contract
origination,
Set up
investor
structure and
conversion of
loans
N/A
Residential Loans Only:
$27.50/loan for initial transfer
New Loan Setup Loan Boarded
to servicing
system and
quality control
review and
welcome letter
$55.00/loan for flow loans after initial transfer
Standard Servicing Residential Loans Only:

Activities Amortized
Loans
$15.00 per loan per month
Other per event fees associated with loan servicing:

Check by Phone Service: $10.00 per loan per occurrence if requested from the borrower.

Payment
processing,
billing notices,
customer
service, client
reporting,
Note: Pass-through (reimbursable) expenses, including but not limited to postage costs for statements, letters, and other notifications to borrowers, advances necessary for principal and interest payments, tax and insurance payments, legal and other professional fees for loss mitigation activities, costs of tax contracts, and other out of pocket costs necessary for performance of the scope of service tasks, will be reimbursed by City monthly. Pass-through (reimbursable) expenses not reimbursed monthly, will be considered servicer advances and will be subject to an interest charge at a rate of 1% per month compounded. A finance charge of 1% per month compounded will be applied to invoices outstanding and unpaid for more than 60 days.

Standard Servicing Residential Loans Only:

Activities Deferred
Loans

1. Warehouse only: $4.00 per loan per month

2. Warehouse and monitoring of taxes and insurance: $9.00 per loan per month.

3. Warehouse and escrow of taxes and/or insurance: $15.00 per loan per month plus a one-time tax service vendor fee.

4. Flat fee for receiving occasional payments or forgiveness event on deferred loans: $15.00 per payment or forgiveness event.

Other per event fees associated with loan servicing:

Payment
processing,
billing notices,
customer
service, client
reporting,
Check by Phone Service: $10.00 per loan per occurrence if requested from the borrower.

Collection Activity - Residential Loans Only:

Early
Collection
work for past
due loans 15-
60 days past
due
Included in monthly servicing fee above.

Collection
work for past
due loans 60+
days past due
Collection Activity - Residential Loans Only:

Late
Additional monthly fee for loans over 60 days delinquent: $25.00 per loan #4..
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47 City of Modesto
Loan Servicing
Mortgage/Deed of Residential Loans Only:

Trust Satisfaction
Preparation
Create
mortgage/deed
of trust
satisfaction
Included in monthly servicing fee above.

Subordination Residential Loans Only:

Preparation
Prepare and
review
subordination $465.00 per analysis per loan.

Escrow Management Maintain Residential Loans Only:
escrow
accounts, pay
taxes and/or
insurance
Included in monthly servicing fee above.

Real Estate Tax Residential Loans Only:

Monitoring
Verification of
taxes if no
escrow
required
If it is determined that Tax Service is needed, then a one-time fee of $29.00 per loan upfront at time of servicing commencement will be charged (may be assessable to borrower) for loan amounts up to $500,000. For loans boarded after the initial transfer, a fee of $77.00 per loan for loan amounts up to $500,000 will be passed through to the Client. For loan amounts over $500,000, there is an additional charge of $10 per $100,000. Future charges may vary based on outside vendor pricing. Additional or supplemental charges imposed by the respective taxing authority for procurement of duplicate tax bills will be directly passed through to the Client.

Insurance Monitoring Verification of Residential Loans Only:
insurance if no
escrow
required
Included in monthly servicing fee above.

Residential Loans Only:

Loan Foreclosure: If requested by the
City, AmeriNat will charge the following
fees for Loan Foreclosure services:

1. 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 the City. In addition to the above foreclosure service fee, AmeriNat will deduct and pay from remittance or bill the City for other costs incurred in the foreclosure process such as, but not limited to, conventional legal fees, sheriffs' deposits, bankruptcy closing costs, fees set by law, etc. These fees will be quoted on a caseby-case basis upon request by the City and within applicable statutory limits.

2. Reinstatement Terms: The City reimbursement for foreclosure services rendered, and its costs and other charges, will be made by the borrower upon reinstatement or full payment of the Deed of Trust or Mortgage under foreclosure.

Final /Special
Processing
Transaction
For Chargeoff,
foreclosure,
Paid off Loans

3. Property Management: $150.00 per property per month plus property management vendor fees.

Property preservation expenses remain the responsibility of the City.

Occupancy/Homestead Residential Loans Only:

Verification
Complete
verification to
determine if
borrower still
living in home
if required per
$18.00 per loan (entire portfolio done at one-time) with a $500 minimum fee. #4..
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48 City of Modesto
Loan Servicing
program loan
documents
Special Report Residential Loans Only:

Programming
Special report
creation not
included in
standard
report package
AmeriNat’s loan data is available to City staff to download to create additional reports at no charge. If additional reporting requirements are needed, AmeriNat will work with the City in good faith to establish written terms for the Special Report Programming. Any agreement on the special report programming or additional services, including pricing for said services, shall be memorialized in a Statement of Work (“SOW”).

Special Reporting Residential Loans Only:

Distribution
Monthly
maintenance
for special
reports created
for
distribution
Included in SOW for special report programming.

Residential Loans Only:

Audit preparation assistance: Included in monthly service fee Special Mailings: $15.00 per notifications (Tickler Notifications) Special Project work Special
requests, such
as assistance
in audit
preparation,
special
mailings etc...

Special Requests: Any agreement on additional services, including pricing for said services, shall be memorialized in a Statement of Work (“SOW”), or charged up to $225/hour.

Non-Standard
Servicing Activities
Any
additional
activities
required for
servicing a
loan not
specified in
contract.

AmeriNat will work with the City in good faith to establish written terms for the servicing of these types of loans or additional services requested. Any agreement on the servicing provisions for any non-standard portfolio or additional services, including pricing for said services, shall be memorialized in a Statement of Work (“SOW”).

De-Conversion De-convert Residential Loans Only:
loans from
servicing
system
Loan Transfer Fee: $75.00 per loan
Residential Loans Only:

Forbearance Plans: $395.00 per loan per occurrence
Loan Modification Analysis:

Preliminary screening and Application Review: $200.00 each Analysis and Recommendation, plus outside costs *: $195.00 each
Subsequent Analyses and Recommendations: $165.00 each
Default Management Example of
activities:

Repayment
plan,
Forbearance,
Deferment,
Extension
Loan Document Preparation, plus outside costs *: $350.00 per occurrence #4..
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49 City of Modesto
Loan Servicing
Cancellation Fee: The fee due will be the sum of the 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.

Bankruptcy Administration Services
Account Modification Fee: $70.00 per occurrence to modify account for respective Bankruptcy monitoring.

Proof of Claim Filing Fee (per occurrence):
$475.00 for Chapter 7
$1,350.00 for Chapter 13
Reaffirmation Agreement Filing Fee: $350.00 per occurrence.

Monitoring and Repayment Fee: $20.00 per loan per month for the duration of an active bankruptcy case.

This includes monitoring respective payment plans, discharges, and dismissals.

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 and as approved by the City. The 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.

Multifamily Loan Servicing
Credit Underwriting: $14,000 per credit
Boarding
a. Client provides data tape $200 per loan
b. AmeriNat constructs data tape $450 per loan
Loan Reconstruction $200 an hour
Loan Servicing: 25 basis points (applied to beginning of period principal balance) annually payable monthly with a minimum monthly fee of $200 per loan.

Cash Flow Analysis: Included
Extraordinary
Services: $200 an hour
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50 City of Modesto
Loan Servicing
Note: Pass-through (reimbursable) expenses, including but not limited to third party reports, site inspections during the construction phase, and other out of pocket costs necessary for performance of the scope of service tasks, will be paid for by the Borrower. In addition, returned check fees, checkby-phone fees, and duplicate statement fees not authorized in loan documents will be passed through to the City. Pass-through (reimbursable) expenses not reimbursed monthly, will be considered servicer advances and will be subject to an interest charge at a rate of 1% per month compounded. A finance charge of 1% per month compounded will be applied to invoices outstanding and unpaid for more than 60 days.

Fees are subject to annual increases beginning January 1, 2025 based on the change in the national consumer price index, but no less than 3%. #4..
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Proposal for
City of Modesto
Request for Proposals No. 2324-41 for
Loan Service Provider
PROPOSAL DUE DATE: JANUARY 16, 2024 at 11:00 A.M.

Micki Abel
VP of Business Development
217 S. Newton Ave.

Albert Lea, MN 56007
[email protected]
(319) 541-3689
www.amerinatls.com
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January 12, 2024
Leslie Danhoff, Administrative Analyst
City of Modesto
[email protected]
Dear Leslie,
AmeriNat is pleased to offer this proposal to the City of Modesto (“City”). AmeriNat will provide the City a comprehensive and proven solution for its loan portfolio servicing needs.

For nearly 50 years AmeriNat has provided nationwide loan servicing and asset management to state and local governments, nonprofits, financial institutions and private investors. Loans made under affordable housing, economic development, and small business are the sweet spot of our operations. AmeriNat currently provides loans servicing for approximately 70 California City and County clients. As a result of decades of experience working with public-private-partnership structures, AmeriNat is mutually trusted by both the private and public sectors to do what’s right and to do it well. In fact, AmeriNat was recently selected by the City’s previous servicer to take over the servicing of several portfolios. This is evidence that our commitment to this industry is unwavering.

AmeriNat currently manages approximately $10 billion of principal balance for clients across the nation.

Our proposal combines the firm’s strength and experience with the flexibility and attention you expect from a dedicated in-house team. AmeriNat’s mission is to “Partner with others to increase the availability and quality of affordable housing and economic development opportunities nationwide”. As partners with its clients, AmeriNat’s goal is to provide excellence in client and borrower service so that your program needs are achieved.

AmeriNat utilizes industry-leading servicing platforms to deliver exceptional service and data transparency to clients. Clients have the best of in-house and outsourced servicing through a comprehensive online platform allowing “anytime access” to investor reports as well as individual loan level data. Our borrower services team is second to none, with customer service ratings that consistently outrank other servicers, complemented by a borrower portal. The AmeriNat team is “tech forward focused”, bringing efficiencies to the servicing and asset management functions and providing “exceptionally good servicing” to clients and their borrowers.

We will be pleased to answer any questions you have on the enclosed material or provide any additional information you should need. You may contact me directly at (866) 779-5545 or via email at [email protected] or Micki Abel at (319) 541-3689 or via email at [email protected].

Sincerely,
Adrienne Thorson
Chairwoman and CEO
#4..
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Table of Contents
Proposal Form A – RFP Acknowledgement................................................................................................... 1 Proposal Form B – Proposer Company Information..................................................................................... 2 Proposal Form C – Pricing Schedule.............................................................................................................. 3 Proposal Form D – Proposer Exceptions, Clarifications, Amendments........................................................ 4 Proposal Form E – Proposer Customer References...................................................................................... 5 Proposal Form F – Financial Interest Disclosure........................................................................................... 6 Proposal Form G – Proposer Company History Statement .......................................................................... 7 Proposal Form H – Proposer Financial Statements ...................................................................................... 8 Proposal Form I – Addenda Acknowledgement ........................................................................................... 9 Proposal Form J – Proposer Warranty Statements.....................................................................................10 Proposal Form K – Proposer Experience and Certifications .......................................................................11 Proposal Form L – Subcontractor List.........................................................................................................12 Exhibit A – Detailed Scope of Work ............................................................................................................13 Exhibit B – Sample Statement/Reports.......................................................................................................30

#4..
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1 Proposal Form A – RFP Acknowledgement
Attached is the completed Proposal Form A.
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REQUEST FOR PROPOSALS # 2324-41

LOAN SERVICER

PROPOSAL FORM A - RFP ACKNOWLEDGEMENT
The City is soliciting Proposals from qualified firms (each a “Proposer” to fulfill the City’s requirements per the specifications, terms and conditions contained in this Request for Proposals (“RFP”). This Proposal Acknowledgement must be completed, signed by an authorized responsible officer or employee, dated and submitted with the Proposal response. Obligations assumed by such signature will include the following:

1. Failure to Submit Proposal: If you are not submitting a Proposal but want to remain on the mailing list and receive future Proposals, complete, sign and return this Proposal Acknowledgement and state the reason you are not pricing.

2. Taxes and Freight Charges: (a) Unless otherwise required and specified in the RFP, the prices quoted herein do not include Sales, Use or other taxes. (b) No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or for any other purpose, except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the Proposal. (c) Amount paid for transportation of property to the City is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping paper shows the consignee as the City; as such papers may be accepted by the carrier as proof of the exempt character of the shipment. (d) Articles sold to the City are exempt from certain Federal excise taxes. The City will furnish an exemption certificate.

3. Award: (a) Unless otherwise specified by the Proposer or the RFP gives notice of an all-or-none award, the City may accept any item or group of items of any Proposal. (b) Proposals are subject to acceptance by the City at any time within 90 days of opening, unless otherwise specified in the RFP. A Proposer shall not change its Proposal within such time frame (c) A valid contract based on the sample agreement attached to the RFP and the Proposal shall be mailed, or otherwise furnished, to the successful Proposer within the time for acceptance specified, and such contract shall be a binding contract without further action by either party.

The contract shall be interpreted, construed and given effect in all respects according to the laws of the State of California.

4. Patent Indemnity: Proposers who do business with the City shall hold the City, its officers, agents and employees, harmless from liability of any nature or kind, including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secret process, patented or un-patented invention, article or appliance furnished or used in connection with the contract or purchase order.

5. Samples: Samples of items, when required, shall be furnished free of expense to the City and if not destroyed by test may upon request (made when the sample is furnished), be returned at the Proposer’s expense.

6. Rights and Remedies of City’s for Default: (a) In the event any item furnished by the Proposer in the performance of the contract or purchase order should fail to conform to the specifications therefore or to the sample submitted by the Proposer with its Proposal, the City may reject the same, and it shall thereupon become the duty of the Proposer to reclaim and remove the same forthwith, without expense to the City, and immediately to replace all such rejected items with others conforming to such specifications or samples; provided that should the Proposer fail, neglect or refuse so to do the City shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items and to deduct from any moneys due or that may there after come due to Proposer, or send an invoice to the Proposer which #4..
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REQUEST FOR PROPOSALS # 2324-41

LOAN SERVICER
shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the City. In the event that the Proposer fails to make prompt delivery as specified for any item, the same conditions as to the rights of the City to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. (b) Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Proposer. (c) The rights and remedies of the City provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract.

7. Payment Terms and Methods: Proposer will be able to choose from either of the following payment methods and associated timings:
(a) Option A (Preferred): City of Modesto ePay Payment: This secure payment methodology is preferred by an increasing number of the City’s suppliers. On Net 30-day timing, you will receive a single-use Master Card number with a detailed remittance for each payment. You will process the payment though your POS/Card terminal. The payment remittance will be sent from [email protected] via email and will contain the following information:
• 16-digit credit card number
• Expiration date
• Security code
• Total dollar amount of invoices to be paid
• Invoices reference numbers and corresponding amounts

ePay results in small percentage rebate of 1.0% to the City through the card issuer. That rebate amount will be considered by the City in its evaluation of Proposer’s pricing proposal hereunder. Information about enrolling in MasterCard ePay program can be obtained from the City’s contact listed on the Cover Page of this RFP.
(b) Option B – Manual Check: On Net 45 Day timing, the City will mail a hardcopy check to Bidder.

The payment will be deemed to have been made when the check envelope is mailed via US Postal Service First Class Mail. The timing of the mailing will be at the end of the Net 45 Day period.

Additional time should be estimated by the Bidder for the check to be in transit, and to await deposit and clearance by Bidder staff.

8. California Government Code Section 4552: In submitting a Proposal to a public purchasing body, the Proposer offers and agrees that if the Proposal is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C.

Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the Proposer for sale to the purchasing body pursuant to the Proposal. Such assignment shall be made and become effective at the time the purchasing body tender’s final payment to the Proposer.

9. No Guarantee or Warranty: The City makes no guarantee or warranty as to the condition, completeness or safety of any material or equipment that may be traded in under a contract or purchase order resulting from this Proposal.
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LOAN SERVICER

10. Minor Irregularities. The City reserves the right, in its sole discretion, to waive any informalities or minor irregularities in a Proposal.

THE undersigned acknowledges receipt of the referenced RFP and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the Proposer indicated in Proposer’s Proposal Forms A through L, attached hereto and made a part hereof, for the pricing proposed on the Pricing Schedule.

Proposer Company Name:

AmeriNat
Proposer Headquarters Address:
217 S. Newton Ave.

City/State/Zip:

Albert Lea, MN 56007
Signature/Title/Date:
1/12/24
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2 Proposal Form B – Proposer Company Information
Attached is the completed Proposal Form B.
#4..
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REQUEST FOR PROPOSALS # 2324-41

LOAN SERVICER
PROPOSAL FORM B – PROPOSER COMPANY INFORMATION
A. Proposer Company
Full Legal Name
AmeriNational Community Services, LLC
B. Proposer Company
Marketplace (or DBA)
Name
AmeriNat
C. Type of Legal Entity: ___ Corporation, registered in ____________________ (State) _X__ Limited Liability Company, registered in Minnesota (State) ___ Partnership, registered in ________________(State)
___ Sole Proprietorship, registered in ____________(State) ___ Other ___________________________________________(Describe) D. Headquarters Address
(Street Address, City,
State, Country, Postal
Code):
217 S. Newton Avenue
Albert Lea, MN 56007
E. Website Address: www.amerinat.com
F. Contact Person
Details:

Name: Micki Abel
Title: VP of Business Development
Phone (Office): 319-569-1876
Phone (Mobile): 319-541-3689
Mailing Address (Street Address, City, State, Postal Code): 217 S. Newton Ave., Albert Lea, MN 56007
Fax Number: 319-626-7859
Email: [email protected]
G. Federal Taxpayer
Identification Number
(TIN):
41-1951655
H. Dun & Bradstreet
(DUNS) Number:
95-922-2001
I. Names and Titles of
Top Three Proposer
Officers:

Adrienne Thorson, Chairwoman and CEO
Shaunda Clark, CFO
Jody Montgomery, CTO
J. Years in Business: 49 years
K. Proposer Office
Address Closest to
City of Modesto
(Street Address, City,
State, Country, Postal
Code):
8121 East Florence Avenue
Downey, CA 90240
L. City of Modesto
Business License
Number (note –
provide only if
available now - - but
Will obtain upon contract award.
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REQUEST FOR PROPOSALS # 2324-41

LOAN SERVICER
not required until any
contract begins):

M Unique entity
identifier issued by
www.sam.gov
PC7FBM48P3D5
#4..
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3 Proposal Form C – Pricing Schedule
Attached is the completed Proposal Form C.
#4..
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REQUEST FOR PROPOSALS # 2324-41

LOAN SERVICER

PROPOSAL FORM C - PRICING SCHEDULE
All labor, materials, equipment, tools, fuel, licenses, bonds, insurance and other expenses necessary for Proposer to perform the required services shall be included in Proposal pricing. Proposal must be submitted on the below Pricing Schedule provided. No alterations should be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on Proposal Form D – Exceptions, Clarifications, Amendments.

Activity Description Price Per Service
Contract Origination,
Investor Setup and
Conversion
Contract origination, Set up investor
structure and conversion of loans
N/A
New Loan Setup Loan Boarded to servicing system and
quality control review and welcome
letter
Residential Loans Only:
$27.50/loan for initial transfer
$55.00/loan for flow loans after initial
transfer
Standard Servicing
Activities Amortized Loans
Payment processing, billing notices,
customer service, client reporting,
Residential Loans Only:
$15.00 per loan per month
Other per event fees associated with loan
servicing:

Check by Phone Service: $10.00 per loan
per occurrence if requested from the
borrower.

Note: Pass-through (reimbursable)
expenses, including but not limited to
postage costs for statements, letters, and
other notifications to borrowers, advances
necessary for principal and interest
payments, tax and insurance payments,
legal and other professional fees for loss
mitigation activities, costs of tax
contracts, and other out of pocket costs
necessary for performance of the scope of
service tasks, will be reimbursed by City
monthly. Pass-through (reimbursable)
expenses not reimbursed monthly, will be
considered servicer advances and will be
subject to an interest charge at a rate of
1% per month compounded. A finance
charge of 1% per month compounded will
be applied to invoices outstanding and
unpaid for more than 60 days.
#4..
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REQUEST FOR PROPOSALS # 2324-41

LOAN SERVICER
Standard Servicing
Activities Deferred Loans
Payment processing, billing notices,
customer service, client reporting,
Residential Loans Only:

1. Warehouse only: $4.00 per loan per
month

2. Warehouse and monitoring of taxes
and insurance: $9.00 per loan per
month.

3. Warehouse and escrow of taxes
and/or insurance: $15.00 per loan
per month plus a one-time tax
service vendor fee.

4. Flat fee for receiving occasional
payments or forgiveness event on
deferred loans: $15.00 per
payment or forgiveness event.

Other per event fees associated with loan
servicing:

Check by Phone Service: $10.00 per loan
per occurrence if requested from the
borrower.

Collection Activity -Early Collection work for past due loans 15- 60 days past due
Residential Loans Only:

Included in monthly servicing fee above.

Collection Activity -Late Collection work for past due loans 60+ days past due
Residential Loans Only:

Additional monthly fee for loans over 60
days delinquent: $25.00 per loan
Mortgage/Deed of Trust
Satisfaction Preparation
Create mortgage/deed of trust
satisfaction
Residential Loans Only:

Included in monthly servicing fee above.

Subordination Preparation Prepare and review subordination Residential Loans Only:
$465.00 per analysis per loan.

Escrow Management Maintain escrow accounts, pay taxes
and/or insurance
Residential Loans Only:

Included in monthly servicing fee above.

Real Estate Tax
Monitoring
Verification of taxes if no escrow
required
Residential Loans Only:

If it is determined that Tax Service is
needed, then a one-time fee of $29.00 per
loan upfront at time of servicing
commencement will be charged (may be
assessable to borrower) for loan amounts
up to $500,000. For loans boarded after the
initial transfer, a fee of $77.00 per loan for
loan amounts up to $500,000 will be passed
through to the Client. For loan amounts
over $500,000, there is an additional
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LOAN SERVICER
charge of $10 per $100,000. Future
charges may vary based on outside vendor
pricing. Additional or supplemental
charges imposed by the respective taxing
authority for procurement of duplicate tax
bills will be directly passed through to the
Client.

Insurance Monitoring Verification of insurance if no escrow required
Residential Loans Only:

Included in monthly servicing fee above.

Final /Special Processing
Transaction
For Charge-off, foreclosure, Paid off
Loans
Residential Loans Only:

Loan Foreclosure: If requested by the
City, AmeriNat will charge the following
fees for Loan Foreclosure services:

1. 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 the
City. In addition to the above
foreclosure service fee, AmeriNat will
deduct and pay from remittance or bill
the City for other costs incurred in the
foreclosure process such as, but not
limited to, conventional legal fees,
sheriffs' deposits, bankruptcy closing
costs, fees set by law, etc. These fees
will be quoted on a case-by-case basis
upon request by the City and within
applicable statutory limits.

2. Reinstatement Terms: The City
reimbursement for foreclosure services
rendered, and its costs and other
charges, will be made by the borrower
upon reinstatement or full payment of
the 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 the City.

Occupancy/Homestead
Verification
Complete verification to determine if
borrower still living in home if
required per program loan documents
Residential Loans Only:
$18.00 per loan (entire portfolio done at
one-time) with a $500 minimum fee.
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REQUEST FOR PROPOSALS # 2324-41

LOAN SERVICER
Special Report
Programming
Special report creation not included in
standard report package
Residential Loans Only:

AmeriNat’s loan data is available to City
staff to download to create additional
reports at no charge. If additional reporting
requirements are needed, AmeriNat will
work with the City in good faith to establish
written terms for the Special Report
Programming. Any agreement on the
special report programming or additional
services, including pricing for said
services, shall be memorialized in a
Statement of Work (“SOW”).

Special Reporting
Distribution
Monthly maintenance for special
reports created for distribution
Residential Loans Only:

Included in SOW for special report
programming.

Special Project work Special requests, such as assistance in audit preparation, special mailings
etc…
Residential Loans Only:

Audit preparation assistance: Included in
monthly service fee
Special Mailings: $15.00 per notifications
(Tickler Notifications)
Special Requests: Any agreement on
additional services, including pricing for
said services, shall be memorialized in a
Statement of Work (“SOW”), or charged
up to $225/hour.

Non-Standard Servicing
Activities
Any additional activities required for
servicing a loan not specified in
contract.

AmeriNat will work with the City in good
faith to establish written terms for the
servicing of these types of loans or
additional services requested. Any
agreement on the servicing provisions for
any non-standard portfolio or additional
services, including pricing for said
services, shall be memorialized in a
Statement of Work (“SOW”).

De-Conversion De-convert loans from servicing
system
Residential Loans Only:

Loan Transfer Fee: $75.00 per loan
Default Management Example of activities: Repayment
plan, Forbearance, Deferment,
Extension
Residential Loans Only:

Forbearance Plans: $395.00 per loan per
occurrence
Loan Modification Analysis:

1. Preliminary screening and Application
Review: $200.00 each
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2. Analysis and Recommendation, plus
outside costs *: $195.00 each

3. Subsequent Analyses and
Recommendations: $165.00 each

4. Loan Document Preparation, plus
outside costs *: $350.00 per
occurrence

5. Document redraws: $165.00 per
occurrence
Cancellation Fee: The fee due will be the
sum of the 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.

Bankruptcy Administration Services

1. Account Modification Fee: $70.00 per
occurrence to modify account for
respective Bankruptcy monitoring.

2. Proof of Claim Filing Fee (per
occurrence):
a. $475.00 for Chapter 7
b. $1,350.00 for Chapter 13

3. Reaffirmation Agreement Filing Fee:
$350.00 per occurrence.

4. Monitoring and Repayment Fee:
$20.00 per loan per month for the
duration of an active bankruptcy 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
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bankruptcy jurisdiction and as
approved by the City. The 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.

Total Items: $____Varies /Total
Additional Services: (Describe ????), $_____________________________________/UOM (If Applicable)
Payment Terms:

Check which of the following payment terms/methodology Proposer accepts (a description of each can be found in Proposal Form A – RFP Acknowledgement):

Choose One:
• Option A (Preferred): City of Modesto ePay Payment on Net 30 Day Timing: ___ Choose by checking (√) here. If selected, for bid comparison purposes, Proposer’s pricing will be reduced by the City of Modesto’s average ePay card program rebate percentage; or ePay Email Address: ______________________________
• Manual Check Payment Mailed by US Postal Service First Class Mail Only on Net 45 Day Timing:

X Choose by checking (√) here.

THE undersigned acknowledges receipt of the referenced RFP and any associated Addenda and offers to furnish the articles and/or services specified, in accordance with the specifications, terms and conditions of this RFP and these Proposal documents, for the pricing indicated on the Pricing Schedule.

Proposer Company Name:

AmeriNat
Name of Proposer Signatory:

Adrienne Thorson, Chairwoman and CEO
Signature of Proposer Representative:
1/12/24
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4 Proposal Form D – Proposer Exceptions, Clarifications, Amendments
Attached is the completed Proposal Form D.
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PROPOSAL FORM D – PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS Exceptions to the City of Modesto’s RFP package, sample agreement, and associate specifications are not encouraged and may cause Proposer to be considered responsible and/or its Proposal to be considered not responsive. Therefore, if no exceptions, clarifications or amendments are proposed by Proposer, it is preferred that Proposer so indicate by typing or writing “Not Applicable” in the Description field in the first item row below. Less preferred, Proposer may indicate no exceptions, clarifications or amendments are proposed by leaving this form out of its’ Proposal submission.

Nonetheless, Proposer may request Proposal clarifications and exceptions below, if any, sign and submit with your Proposal response. Any requested exception, clarification or amendment may not be accepted and may deem the Proposer as non-responsive.

Item # Reference To: Description
Page # Section or
Paragraph #
5 H The City of Modesto business license fee will be passed-through to the City for reimbursement.
28 1.1
AmeriNat is not submitting a bid to service the City’s commercial loans at this time. AmeriNat has substantial commercial servicing experience and, with additional information, would be pleased to expand the proposal to address the City’s commercial portfolio. We look forward to a discussion to clarify the City’s needs on those particular loans.
29 1.1 Scope of
Work, item 1.
c)
AmeriNat will forward remittances to the City monthly by the tenth business day following month end.
29 1.1 Scope of
Work, item 1.

F)
Records are available within five (5) business days’ notice. It is expected that the City will not routinely need copies of loan file documentation. AmeriNat provides the first three loan files per month at no charge and thereafter charges $85 per file per occurrence in the same month.
30 1.1 Scope of
Work, items

2. B), d), e)
and 3. B)
AmeriNat does not send copies of letter; however, notes are available on our online portal for easy access by City staff.
30 1.1 Scope of
Work, item 5.
b)
Loan revisions of existing loans will be updated with five (5) business days.
30 1.1 Scope of
Work, item 5.
c)
AmeriNat will respond to payoff quote requests in a timely manner within two (2) business days of receiving the written request. 31 1.1 Scope of
Work, item 8.
b) and 9. a)
AmeriNat maintains electronic loan files, and copies can be made available upon request, within five (5) business days. Please see fee information in 1F.
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33 Section 2.

Term of
Agreement
AmeriNat would like this section reworded to clearly identify the two (2) years + three (3) renewal terms.
35 Section 5.

Performance
by Key
Employee
AmeriNat does not track time by project, and therefore does not have the means to identify compliance with this contract provision.

Proposer Company Name:

AmeriNat
Name of Proposer Signatory:

Adrienne Thorson, Chairwoman and CEO
Signature of Proposer Representative:
1/12/24
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5 Proposal Form E – Proposer Customer References
Attached is the completed Proposal Form E.
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PROPOSAL FORM E – PROPOSER CUSTOMER REFERENCES
Proposer shall provide a list of five current or former customers able to discuss prior experience with similar type of services requested by the City in the above-referenced RFP. Proposer’s references shall have similar volume and requirements to the City of Modesto’s as described in the above-referenced RFP.

Proposers failing to provide references may be deemed as non-responsive.

The City may contact some or all of the references provided in order to determine the Proposer’s performance record on services similar to that described in the above-referenced RFP. The City reserves the right to contact references other than those provided in Proposer’s submission and to use the information gained from them in the award process.

Company Name: City of Visalia
Address: 707 W. Acequia Avenue
City, State, Zip Code: Visalia, CA 93291
Contact Person: Margie Perez, Housing Specialist
Email Address: [email protected]
Telephone Number: (559) 713-4460
Type of Business or
Governmental
Agency:

Municipal government
Date Range of
Service:
1994 – Present
Annual Contract Value Approximately $20,000/year
Company Name: City of San Jose
Address: 200 E. Santa Clara Street, 12th Floor
City, State, Zip Code: San Jose, CA 95113
Contact Person: Rosa Ly, Senior Development Officer
Email Address: [email protected]
Telephone Number: (408) 975-4465
Type of Business or
Governmental
Agency:

Municipal government
Date Range of
Services:
1990 – Present
Annual Contract Value Approximately $50,000/year
Company Name: City of Stockton
Address: 425 N. El Dorado St.

City, State, Zip Code Stockton, CA 95202
Contact Person: Jacque Cristostomo
Email Address: [email protected]
Telephone Number: 209-937-7542
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Type of Business or
Governmental
Agency:

Municipal government
Date Range of
Services:
2005 – Present
Annual Contract Value Approximately $20,000/year
Company Name: County of Fresno
Address: 2220 Tulare Street, 6th Floor
City, State, Zip Code Fresno, CA 93721
Contact Person: Paige Drane
Email Address: [email protected]
Telephone Number: 559-600-0531
Type of Business or
Governmental
Agency:

Municipal government
Date Range of
Services:
2012 – Present
Annual Contract Value Approximately $90,000/year
Company Name: City of La Mirada
Address: 13700 La Mirada Blvd.

City, State, Zip Code La Mirada, CA 90638
Contact Person: Norma Stein
Email Address: [email protected]
Telephone Number: 562-943-0131 ext. 2957
Type of Business or
Governmental
Agency:

Municipal government
Date Range of
Services:
1983 – Present
Annual Contract Value Approximately $10,000/year
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6 Proposal Form F – Financial Interest Disclosure
Attached is the completed Proposal Form F.
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PROPOSAL FORM F - FINANCIAL INTEREST DISCLOSURE
Any contract award to result from this RFP process and Proposer’s submission of a Proposal therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Proposer until all persons with a direct or indirect financial interest of greater than $2,000 in the Proposer are identified by name.

Proposer must therefore complete this Proposal Form F – Financial Interest Disclosure, listing by name all parties that have a material financial interest in the agreement, contract or development right.

PLEASE NOTE, any Council action that requires a Financial Interest Disclosure cannot be considered by the City Council until the required reporting is made. That means that City Council agenda items without the disclosure will be removed from the Council agenda.

Financial Interest Disclosure to City of Modesto
Proposer shall identify any person with a financial interest in the Proposer by name, below.

For the purposes of this disclosure, a “Financial Interest” shall have the meaning contained in Modesto Municipal Code section 2-10.02.

Persons having an aggregate economic interest in the Proposer less than two thousand dollars ($2,000.00) at all times prior to final Council action of the proposed contract are not required to be listed on the Financial Interest Disclosure.

Notwithstanding the foregoing, a Financial Interest Disclosure is not required for a Proposer meeting the financial criteria for listing on the New York or the Pacific Stock exchanges unless it is reasonably foreseeable that a City Council decision will increase or decrease that entity's gross revenues or expenses by one million dollars ($1,000,000) or more and the requirements of Modesto Municipal Code Section 2-10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Proposer is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.

Print Names of Persons Having a Financial Interest in Proposer Receiving this Agreement:

First Name, Last Name N/A
First Name, Last Name
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First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
By signing this document, I agree to the information contained within.

Proposer Company Name:

AmeriNat
Name of Proposer Signatory:

Adrienne Thorson, Chairwoman and CEO
Signature of Proposer Representative:
1/12/24
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7 Proposal Form G – Proposer Company History
Statement
Attached is the completed Proposal Form G.
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PROPOSAL FORM G - PROPOSER COMPANY HISTORY STATEMENT
Company History Statement - Proposer shall have been in business for a minimum of three continuous years (immediately prior to the time of the City’s solicitation) providing the services described in this Invitation for Proposals (RFP).

The Proposer’s company history overview statement shall be approximately one to three pages in length and inserted below:

Proposer Company Legal Name:

AmeriNational Community Services, LLC d/b/a
AmeriNat
Insert Proposer Logo Here (if existent):

Insert Proposer Company History Overview Statement Beginning Here:

AmeriNat has unparalleled experience in the affordable housing industry. AmeriNat has 49 years of experience servicing loans. For all 49 years, municipal clients have been a significant part of AmeriNat’s portfolio management activities. Working with approximately 300 clients nationwide, AmeriNat services over 50,000 loans with a principal balance of approximately $10 billion. AmeriNat has also underwritten multiple thousands of single-family affordable housing loans and has over 300 actively reporting multifamily affordable housing developments ranging in size from $500,000 to $20,000,000. AmeriNat was instrumental in processing and underwriting loans under the Hardest Hit Fund program and has worked with multiple state and local agencies processing and underwriting Emergency Rental Assistance programs and most recently the Homeowners Assistance Fund program. Through December 2023, AmeriNat has decisioned nearly 100,000 HAF applications and approved over $785 million in HAF assistance on behalf of its five state clients, on top of processing HAF applications on behalf of many borrowers. In addition, AmeriNat monitors over 30,000 units for affordability and maintenance that are restricted under affordable housing programs including LIHTC and HOME. AmeriNat has also provided state and federal prevailing wage (Davis Bacon) compliance monitoring for over 350 developments throughout the nation.

AmeriNat manages portfolios of single family, multifamily and commercial/economic development loans with widely varying structures. These loans are originated under multiple funding arenas including CDBG, HOME, HHF, ARRA, NSP, HOPE, EECBG, tax-exempt bonds and other common federal and state sources and are insured by FHA, VA, RD, and private insurers. They include first and junior lien loans. AmeriNat is also extensively familiar with the LIHTC program.

AmeriNat is an approved servicer for:
 FHA Title I and Title II  Fannie Mae
 Federal Home Loan Bank  Freddie Mac
 USDA  Veterans Administration
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AmeriNat’s key strengths and qualifications are evident from its 45-year history of operations. The City can rely on AmeriNat for:

Industry
Expertise
AmeriNat offers substantial lending and servicing knowledge of varying loan types and portfolios that often require extensive and unique portfolio management requirements not found in conventional lending environments. AmeriNat’s expertise includes residential and commercial rehab loans, “blended loans” with multiple funding sources, deferred loans, due on sales loans, forgivable loans, and equity share provisions of first-time home buyer loans. In addition, AmeriNat has a breadth of experience with government clients that allows it to meet needs beyond traditional loan servicing, such as targeting loans to federally-sponsored assistance programs.

Advanced
Information
Technology
Capabilities
AmeriNat’s information technology tools have been customized for the affordable housing industry. Reporting is extensive and highly flexible, and information accessibility is a key tenet to the platforms. Borrowers have access to their loan data online, and the City can access borrower data and reports online, real-time, 24/7/365. This same information can be downloaded into Excel for further manipulation and analysis. In 2021 AmeriNat converted to the Black Knight MSP system, which is complemented by AmeriNat’s proprietary web access tool for clients.

Flexibility AmeriNat has a proven history and vast resources but is not a “big-box” firm with rigid requirements. AmeriNat staff provide personal, high-touch service, adhering to uniformly accepted servicing standards and best practices in the industry, but also customizing servicing steps to meet program requirements and goals. Particularly in the area of delinquency management, AmeriNat deploys a range of different tools designed to meet client objectives. AmeriNat works 1-on-1 with clients, as their partners in service delivery.

Commitment to
Excellence in
Client Service
AmeriNat follows through on its commitment to service excellence through ongoing communication with its clients. AmeriNat has two support centers – one for clients and one for borrowers – to maintain the “hands on” approach clients appreciate. A dedicated representative from the investor services department will be the City’s first point of contact for questions and needs. The client services department will connect with other personnel throughout the firm as needed to respond quickly and fully. In addition, City staff has direct contact information for AmeriNat managers, including senior leadership, who are dedicated to a productive and beneficial servicing relationship.
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Service Overview:

AmeriNat offers a comprehensive menu of services that has been customized to meet the special requirements of clients, including:

LOAN SERVICING
AmeriNat provides comprehensive loan administration across single family, multifamily and commercial asset classes for a wide variety of clients. AmeriNat is licensed in states throughout the nation and Puerto Rico, and is approved by FHA/VA, USDA, Freddie Mac and Fannie Mae. AmeriNat’s “client-centric” culture emphasizes portfolio performance goals, data transparency and an agile work philosophy designed to bring high value to customers.

LOSS MITIGATION
AmeriNat’s loss mitigation teams are experienced with a broad range of borrowers under multiple types of investor programs. Frequent outreach and encouragement of non-judicial debt resolution serve as the foundation for AmeriNat’s collections activities. The AmeriNat teams also manage loan relationships through bankruptcies, foreclosures, judicial remedies, asset liquidation, REO management, and claim reporting.

UNDERWRITING
AmeriNat provides seasoned underwriting experience for both single family and multifamily asset classes. With decades of experience in LIHTC, HOME and other affordable housing funding sources, clients rely on AmeriNat for compliance, comprehensive financial analysis, underwriting, and market, developer, and ownership capacity evaluation. In addition, AmeriNat has extensive experience underwriting for emergency relief programs such as Hardest Hit Fund (HHF) and Emergency Rental Assistance (ERA).

COMPLIANCE MONITORING
AmeriNat provides comprehensive compliance monitoring services for LIHTC, HOME, HUD, and USDA programs, tax-exempt bond projects, and a multitude of state level programs. In addition to monitoring services offered in connection with its Asset Management activities, tenant file reviews, site visits, and Management Company reviews support program compliance. In addition, AmeriNat provides payroll monitoring services including compliance with Davis Bacon wage requirements and Section 3.
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ASSET MANAGEMENT
AmeriNat offers Asset Management services for both commercial and multifamily properties. Services range from review of financial and operating data (including calculations for surplus cash-flow loans) to risk rating analysis, loan work-out activities, reserve analysis and compliance monitoring. AmeriNat also provides Property Conditions Profiles, Affidavits of Ownership, Income Reverifications, and offers a comprehensive Property Assessed Clean Energy (PACE) assessment management service.

CONSULTING
Whether it is assistance with a portfolio purchase, policy development, or identifying process improvement opportunities, AmeriNat staff are ready to assist clients with their loan programs. Our team becomes your partner in solving pressing needs in your business, using our 45-year history of experience to help drive your business forward.

COMMERCIAL PACE MANAGEMENT
AmeriNat offers property tax management services to the Commercial PACE (CPACE) industry. This service is offered on a stand-alone basis and complementary to C-PACE loan servicing activities. AmeriNat manages assessment enrollment, payment receipt, and investor remittances, provides payoff calculations, works directly with the taxing jurisdictions to reconcile assessments, and provides extensive investor reporting. AmeriNat is also able to direct-bill assessments to the property owner/borrower.

DEPOSIT MANAGEMENT SERVICES
Powered by our sister company, American Deposit Management (ADM), AmeriNat provides nationally recognized, award-winning, deposit management services, with over $5 billion in assets under management. The development of ADM’s proprietary Financial Technology (FinTech) has allowed us to provide our clients access to exclusive rates and unlimited deposit protection through a network of 600+ financial institutions. This offers clients the safety, security, and liquidity needed for all their deposits. Our clients are our number one priority and everything we do is with them in mind.

Locations
The locations in which AmeriNat either performs work or has offices are indicated on the following map.

AmeriNat’s staff are also remote work enabled, meaning that in times of local or national emergency situations, work continues in uninterrupted fashion.
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8 Proposal Form H – Proposer Financial Statements
Attached is the completed Proposal Form H.
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PROPOSAL FORM H - PROPOSER FINANCIAL STATEMENTS
Minimum Qualifications are mandatory for proposal consideration, and at a minimum shall include the following:

Financial Stability:

City staff will request financial statements from the proposer whose proposal is determined to best meet the City’s needs, as determined by the selection committee. Within two (2) business days of City request, proposer shall provide a copy of their company’s most recent professionally prepared Financial Statements (Income Statement and Balance Sheet). These statements, if un-audited, shall be accompanied by a cover letter that states the name and title of the preparer, the basis of the financial statement presentation (cash or accrual) and whether these statements have been prepared in accordance with Generally Accepted Accounting Principles for the most recent fiscal year end of the proposer. Audited financial statements shall be submitted in their entirety, including the auditor’s opinion and notes to the financial statements.

A separate document shall be provided and signed under penalty of perjury by the proposer’s financial officer or owner that explains the proposer’s inability to provide statements for a fiscal period that ended at least eight (8) months before the required date of submittal, if such inability exists.

One complete set of Financial Statements shall be submitted within two (2) business days of City request.

Financial Statements, whether delivered via email, by an employee of the proposer, U.S. Postal Service, courier or package delivery service must be received by the City of Modesto, Purchasing Division within two (2) business days of request. Financial statements delivered via email should be sent to Buyer’s email. If sent via email, proposer is encouraged to follow-up with a phone call to Buyer’s Name at (209)XXX-XXXX, to confirm receipt. Failure of proposer to provide requested documents within two (2) business days, may disqualify proposer from further consideration. The City of Modesto assumes no responsibility for delay in the delivery of the Financial Statements to the City.

CITY OF MODESTO, PURCHASING DIVISION
1010 10TH STREET, SUITE 5300
ATTN: BUYER
PROJECT NAME AND #
MODESTO, CA 95354
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By signing this document, I confirm that I understand the financial statement requirements as set forth above.

Proposer Company Name:

AmeriNat
Name of Proposer Signatory:

Adrienne Thorson, Chairwoman and CEO
Signature of Proposer Representative: __________________________________________________ #4..
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9 Proposal Form I – Addenda Acknowledgement
Attached is the completed Proposal Form I.
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PROPOSAL FORM I - ADDENDA ACKNOWLEDGEMENT
In order to obtain any addenda information, throughout the RFP period, Proposer is responsible for regularly checking the City of Modesto’s Planet Proposal website at https://pbsystem.planetbids.com/portal/14999/bo/bosearch for the RFP number listed on the Cover Page and in the header of each subsequent page of this RFP, and in any event, no later than the day prior to Proposal opening.. The changes identified in any addenda issued will modify this RFP and specifications. The addenda now become a part of this RFP and Proposer’s resultant Proposal. Signing the Proposal on the signature portion thereof, the Proposer is acknowledging that the Proposer has confirmed that it has received all addenda issued for RFP, and has included costs for such in the Proposal submitted. Failure to list and acknowledge all addenda numbers may cause Proposer’s Proposal to be considered nonresponsive.

Do not attach any of the addenda to this sheet nor include them with the Proposal.

If no addenda have been issued against this RFP solicitation, Proposer may write “Not Applicable” and return this Proposal Form as part of its submission. Alternatively, Proposer may leave this Proposal Form out of its submission.

But if any addenda have been issued by the City of Modesto this document is required to be completed and returned.

The Proposal is submitted with respect to the changes to the RFP included in addenda numbers:

List All Addenda Numbers, Separated by Commas
(“,”):
1 Proposer Company Name: AmeriNat
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10 Proposal Form J – Proposer Warranty Statements
Attached is the completed Proposal Form J.
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PROPOSAL FORM J – PROPOSER WARRANTY STATEMENTS
As a material part of its Proposal, Proposer shall insert below a written statement detailing any materials and workmanship warranties, term and conditions in conformance with the specifications and requirements set forth in this RFP.

Notwithstanding any other provisions of this RFP, Proposer warrants that the materials, supplies, or other services furnished under any contract or purchase order resulting from its Proposal shall be on the most suitable grade and meet or exceed the standards set forth in this RFP. Such warranty shall include the following; performance, workmanship, labor, materials, and Proposer design or engineering contributions. If a defect is discovered in any item of the materials, assemblies, components, supplies or services covered in this Proposal, Proposer shall correct at its sole expense, all such defects as are reported within 30 days of City’s final acceptance. Upon expiration of the applicable warranty period, all such liability shall terminate except for fraud or such gross mistakes as amount to fraud, latent defects, or specific failure to comply with the terms or any resultant purchase order.

All materials, parts, labor, assemblies and components shall by subject to the warranty conditions and terms unless specifically exempted in writing by the City of Modesto.

Proposer Company Legal Name:

AmeriNational Community Services, LLC d/b/a
AmeriNat
Insert Proposer Logo Here (if existent):

Insert Proposer Warranty Statement Beginning Here:

Notwithstanding any other provisions of this RFP, AmeriNat warrants that the services furnished under any contract or purchase order resulting from its Proposal shall be on the most suitable grade and meet or exceed the standards set forth in this RFP. If a defect is discovered in the services covered in this Proposal, AmeriNat shall correct at its sole expense, such defects as are reported within 30 days of City’s final acceptance. Upon expiration of the applicable warranty period, all such liability shall terminate except for fraud or such gross mistakes as amount to fraud, latent defects, or specific failure to comply with the terms or any resultant purchase order.
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11 Proposal Form K – Proposer Experience and
Certifications
Attached is the completed Proposal Form K.
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PROPOSAL FORM K – PROPOSER EXPERIENCE AND CERTIFICATIONS Proposer shall provide below a summary covering the following:

A. Experience: The Contractor and its employees directly involved in providing inspections, services and repairs shall have a minimum of three years’ experience providing the types of services requested in this RFP:

AmeriNat has unparalleled experience in the affordable housing industry. AmeriNat has 49 years of experience servicing loans. For all 49 years, municipal clients have been a significant part of AmeriNat’s portfolio management activities. AmeriNat has an experienced and tenured leadership, management, and governance team, many of whom have worked together for over 20 years. i. Identify key personnel and their position within your organization.

AmeriNat is proud to have a highly trained and motivated, caring team of staff members.

Approximately 130 employees combine proven experience with a level of personal care and concern for their clients and borrowers that is considered to be unmatched in this industry. Robust hiring criteria is in place, background checks and screening processes are utilized, and supervisor to staff ratio goals are in place for sufficient oversight, mentoring and feedback.

The managers listed below will manage the City’s relationship and portfolio needs and will be assisted by other staff members.

AmeriNat considers this information to be proprietary and confidential information, which shall not be disclosed outside the City and shall not be duplicated, used, or disclosed - in whole or part - for any purpose other than to evaluate this offer/proposal.

Staff member Role
Adrienne Thorson,
Chairwoman and CEO
Oversees company performance and the delivery
of services to clients. Ms. Thorson has over 30
years of experience in financial services and
manages the firm’s success to established client
satisfaction objectives.

Shaunda Clark, Chief
Financial Officer
Oversees firm financial management and directly
supervises the Accounting and Investor Reporting
areas of the firm.
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Jody Montgomery, Chief
Technology Officer
Leads the strategic direction and tactical functions
of the Information Services team and addresses
customized technology needs of clients.

Michael Torres, Chief
Product Officer
Oversees project and service development for the
firm. Mr. Torres has over 30 years of experience
with AmeriNat’s loan servicing operations.

Jason Knapp, SVP of
Operations
Oversees daily operations on portfolio throughout
the life of the contract. Direct supervision of
Investor Services, Operations, and Loss Mitigation
teams that will work on the City’s portfolio
Debbie Vranesh, Director of
Operations
Oversees the single-family servicing activities of
the firm, including responsibility for the City’s
portfolio.

Katie Lee, Director of
Investor Services
Key liaison between clients and AmeriNat
staff/operations. Oversees client support team
functions and deliverables. Investor Services is the
City’s key liaison at AmeriNat.

Claudia Herrera, Sr.

Manager, Investor Services
First line for client requests, special needs,
portfolio transfers, and supporting client
satisfaction and service levels.

Andy Olinski, Sr. Manager,
Default Services
Oversees collections and loss mitigation teams,
works with clients for delivery of portfolio
performance objectives, including responsibility
for the City’s portfolio.
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LaShonta Brooks, Customer
Service Manager
Leads customer service team handling
borrower communications, including general
customer service and reconveyance, payoffs,
and other mortgagor service requests.

Christina Arteaga, Loss
Mitigation Manager
Manages the duties of the Loss Mitigation
Department to ensure adherence to company
policies and procedures, state and federal
regulations, and client contract requirements.

Lucia Jackson, Collections
Manager
Manages the daily duties of the Collections
Department to ensure adherence to company
policies and procedures, state and federal
regulations, and client contract requirements.

Ensures collections / collections timeline and
delinquency goals are met and maintained.

Cynthia Mendez, Cashiering
Manager
Ensures cashiering related processes including
posting payments, lockbox, adjustments, payoffs,
and other assigned departmental tasks are
completed in accordance with regulatory
requirements, and applicable policies and
procedures.

Mary Puertos Tax and
Insurance Manager
Directs activities for escrowed and non-escrowed
accounts including the payment of property taxes,
homeowner’s insurance, HOA payments, escrow
analysis and other escrow related tasks.

Estella Villalobos, Payoff
Manager
Ensures payoff related processes including payoff
statements, payoff shortages, maturing loans,
executing and recording reconveyances/lien
releases and other assigned departmental tasks are
completed in accordance with regulatory
requirements, and applicable policies and
procedures.

Danielle Wangsness,
Investor Reporting &
Accounting Manager
Oversees the reporting, remittances, invoicing,
reconciliations, deductions and other related tasks
for the firm.
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Jason Rembert, Quality
Control Manager
Responsible for maintaining quality control over
various activities performed by the Company.
ii. Provide a biographical summary or resume detailing the experience, level of expertise and qualifications of the key individuals providing the types of services requested herein.

The above individuals have substantial experience working with the approximate 130 municipalities that AmeriNat services for or similar portfolios in their prior experience. Resumes are as follows:

Adrienne Thorson serves as Chairwoman and CEO. Adrienne has over 30 years’ experience in financial services, including 25 years at AmeriNat. Prior to coming to AmeriNat, Adrienne was CFO of Americana National Bank, served as Market President of four American Bank branch locations and spent 8 years in public accounting at CliftonLarsonAllen LLP as a manager in the audit division overseeing audits of both financial institutions and local government clients. Adrienne holds a bachelor’s degree in accounting from Mankato State University and is a Certified Public Accountant.

Adrienne will oversee the performance and service delivery of this contract.

Shaunda Clark serves as Chief Financial Officer. Shaunda has over 18 years of experience in corporate and financial strategy, risk mitigation and balance sheet management. Prior to AmeriNat, Shaunda served as the Chief Financial Officer for various financial institutions in Nevada and Washington. Shaunda holds an executive master’s degree in business administration and a bachelor’s degree in Accounting from the University of Nevada, Las Vegas. Shaunda will oversee the accounting and investor reporting functions related to this contract.

Jody Montgomery serves as Chief Technology Officer. Jody has over 16 years’ experience in IT.

Prior to AmeriNat Jody served as the Vice President of IT for Bank Iowa. Jody has an IT degree from Des Moines Area Community College and has certifications in project management, training, and information security. Jody will oversee the IT needs and address customized technology needs related this contract.

Michael Torres serves as Chief Product Officer. Michael has over 33 years’ experience working for AmeriNat. Prior to his employment with AmeriNat, Michael served in the United States Marine Corps. Michael holds a bachelor’s degree in business administration with a concentration in Finance from the University of Phoenix. Mike will oversee the project and service development needs related to this contract.

Jason (“JP”) Knapp serves as Senior Vice President of Operations. Jason has over 15 years’ experience in loan servicing and operations. Jason recently joined the AmeriNat team in 2022. Prior to his employment with AmeriNat, Jason was the VP of Customer Service for Dovenmuehle Mortgage. Jason holds a master’s degree in business administration from the University of Phoenix.

Jason will oversee the servicing processes related to this contract. #4..
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Debbie Vranesh serves as Director of Operations. Debbie has 32 years’ experience working in financial services, including 16 years at AmeriNat, and currently oversees the single-family servicing activities. Previously, Debbie worked with Financial Partners Credit Union. Debbie holds an associate degree from Orange Coast College. Debbie will oversee the servicing activities related to this contract.

Katie Lee serves as Director of Investor Services. Katie has over 15 years of experience working in financial services. Prior to her role as Director of Client Services, Katie served as AmeriNat’s Compliance and Internal Audit Manager, overseeing regulatory exams and consumer compliance in addition to consulting with the various AmeriNat business units. Katie received her Bachelor of Science degree from St. Cloud State University, where she majored in Finance and minored in International Business. Katie is certified as a Certified Community Bank Compliance Officer by the Independent Community Bankers of America. Katie will oversee the client support team functions and deliverables and will be the key liaison between the City and AmeriNat’s staff/operations.

Claudia Herrera serves as Sr. Manager, Investor Services. Claudia has over 18 years of experience in the financial industry. Prior to AmeriNat, Claudia was the Service Operations Manager at Wells Fargo Bank. Claudia holds a bachelor’s degree in business administration with an HR concentration from Southern New Hampshire University. Claudia will be the City’s key contact for requests and special needs.

Andy Olinski serves as Sr. Manager, Default Services. Andy is a seasoned financial services leader with over 20 years of experience in default servicing. He has a deep functional knowledge of loss mitigation, foreclosure, and bankruptcy as it pertains to the servicing of FNMA, FHLMC, FHA, USDA, VA, FHLB, and conventional loans. Prior to AmeriNat, Andy was the Loss Mitigation Manager for Dovenmuehle Mortgage, Inc. Andy holds a bachelor’s degree in political science from DePaul University.

LaShonta Brooks serves as Customer Service Manager. LaShonta has over 18 years’ experience in customer service. LaShonta joined AmeriNat in 2023. Prior to AmeriNat, she served as a Call Center Manager. LaShonta holds an associate’s degree from Victor Valley College.

Christina Arteaga serves as Loss Mitigation Manager. Christina has over 10 years’ experience in collections. Christina joined AmeriNat in 2022. Christina is currently attending the University of Phoenix to obtain her bachelor’s degree in business management.

Lucia Jackson serves as Collections Manager. Lucia has over 20 years of loan servicing and collections experience. Lucia joined AmeriNat in January 2022. Prior to AmeriNat, Lucia was the Collections Manager for TCF Bank-Gateway One Lending & Finance.

Cynthia Mendez serves as Cashiering Manager. Cynthia has over 20 years of accounting experience, including 10 years at AmeriNat. Cynthia has been with AmeriNat since 2012. Prior to AmeriNat, Cynthia was an Accountant II for Citi Residential Lending.

Mary Puertos serves as Tax and Insurance Manager. Mary has been with AmeriNat since 1990. She has extensive experience in loan administration and collections. Mary attended California State #4..
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University. Mary will manage the payment processing activities related to this contract, including tax and insurance administration.

Estella Villalobos serves as Payoff Manager. Estella has been with AmeriNat since 1998. She has extensive experience in loan administration and customer service.

Danielle Wangsness serves as Investor Reporting & Accounting Manager. Danielle has over 18 years of experience in the financial industry. Prior to AmeriNat, Danielle was the Assistant Vice President/Retail Banking Officer at Eastwood Bank. Danielle holds a bachelor’s degrees in communications and German from the College of Saint Benedict/St. John’s University. Danielle will oversee the reporting, remittance, invoicing, reconciliations, deductions, and other related functions associated with this contract.

Jason Rembertserves as Quality Control Manager. Jason has over 25 years of experience in customer service and 15 years in the financial industry. Prior to AmeriNat, Jason was an Enterprise Estate Unit Team Member at Bank of America. Jason holds a bachelor’s degree in business management from California State University, Fullerton. Jason will maintain quality control over various activities related to this contract.
iii. If you plan to subcontract work, you must also indicate in Proposal Form L – Subcontractor List the name and address of each firm and the type of work or tasks the subcontractor will perform. Identify key personnel assigned to the project, their position, qualifications and representative experience.

N/A – AmeriNat does not plan to subcontract.

B. Certifications: Proposer shall provide copies of all relevant certifications held for both company and any individuals required to perform the services requested herein. Certifications shall include (???????).

AmeriNat has always operated within a heavily regulated industry and its infrastructure emphasizes compliance with local, state and federal laws and regulations. AmeriNat holds the appropriate licenses for jurisdictions in which it operates.
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A. (Other ????)
Operating Principals
AmeriNat’s operations are based upon sound business principles and a dedication to the markets that it serves, consistently applied over 45 years. Key pillars to the company’s operation include:

Leadership
AmeriNat’s CEO and the team of officers and staff are skilled and committed to keeping the client’s interest at the center of AmeriNat’s operations. AmeriNat’s Board of Directors sets a tone from the top for leadership and accountability, as well as compliance with laws and regulation. Leadership is further supplemented by a boardappointed audit committee that assists with oversight of integrity of financial reporting as well as compliance with legal and regulatory requirements.

AmeriNat’s Board of Directors include:

Adrienne Thorson, Chairwoman and CEO
Adrienne Thorson serves as Chairwoman and CEO. Adrienne has over 30 years’ experience in financial services, including 25 years at AmeriNat. Prior to coming to AmeriNat, Adrienne served as Market President and CFO at Americana National Bank and successor banks and spent 8 years in public accounting at CliftonLarsonAllen LLP as a manager in the audit division overseeing audits of both financial institutions and local government clients. Adrienne holds a BS in Accounting from Mankato State University and is a Certified Public Accountant. #4..
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E. Gerald (Jerry) O’Brien, Board Member
Jerry O’Brien serves as CEO and CIO for O’Brien-Staley Partners and has over 25 years of experience. Formerly senior partner and head of global loan portfolios for CarVal Investors. 17 years of experience across all aspects of financial businesses for Cargill and CarVal. Early career with Chemical Bank and DG Investment Bank in New York. MBA in analytical finance and marketing from University of Chicago and AB in economics from University of Michigan.

Adam Bernier, Board Member
Adam Bernier serves as Managing Director and Chief Operating Officer for O’Brien-Staley Partners and has over 25 years of experience. 21 years of experience for Cargill spanning investment management, internal audit and controllership for both investment business and operating units. Certified Management Accountant & BS in accounting & finance from Minnesota State University - Moorhead.

AmeriNat’s leadership is further supplemented by a board-appointed audit committee that assists with oversight of integrity of financial reporting as well as compliance with legal and regulatory requirements. Audit committee members include:

Jennifer Wietecki, Chair
Jennifer specializes in Risk and Investor Relations for O’Brien-Staley Partners and has over 15 years of experience. Previous experience in loan portfolios and real estate investment, including C&I Risk Analyst for CarVal Investors. JD from the University of Minnesota Law School (cum laude), BA from the University of St. Thomas (summa cum laude).

Carleen Rhodes, Member
Carleen provides counsel to OSP Investor Relations as well as connections to prospective investors for impact investing. Over 30 years of experience in non-profit sector, including 12 years as CEO of Saint Paul Foundation, the Minnesota Community Foundation, and Minnesota Philanthropy Partners – a network of foundations with investable assets of $1.2 billion. Minnesota State University, St. Cloud, MA and BA in English. Certified Fund Raising Executive (CFRE).

Jacqui Dorsey, Member
Jacquie is a Shareholder at Hvistendahl, Moersch, Dorsey & Hahn, P.A., law firm in Northfield, Minnesota. She has over 20 years’ legal experience in Minnesota, Beverly Hills, Los Angeles, Seattle and Phoenix, involving corporate management, commercial real estate and insurance defense. Jacqui holds a BS in Business Administration from the University of Southern California and a JD from the William Mitchell College of Law.
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Ethics & Integrity
AmeriNat has built a foundation that emphasizes sustainability, integrity of operations, and successful outcomes for clients as well as employees and shareholders. AmeriNat operates in a fiscally responsible manner across operations and meets or exceeds the financial requirements of regulatory agencies. The company has an extensive system of internal controls designed to support the accuracy and integrity of operations and financial reporting.

AmeriNat has always operated within a heavily regulated industry and its infrastructure emphasizes compliance with local, state and federal laws and regulations. AmeriNat holds the appropriate licenses for jurisdictions in which it operates. Employees operate under a Code of Ethics that has been established by the Board of Directors.

The policy reinforces the high standards of conduct underlying operations. A Compliance Committee composed of senior line managers maintains a strong and consistent focus on ethical and regulatory compliant operations.

AmeriNat also adheres to a rigorous audit program that operates under the jurisdiction of an independent audit committee. Audits conducted include:
 Annual audited financial statement and report on internal controls  Annual SSAE 18 audit, SOC 1 and SOC 2
 Annual HUD audit
 Annual FNMA audit procedures and monthly/quarterly loan audits  Annual to 18-month compliance audits over pertinent federal regulations  Annual to 18 months SAFE and BSA audits
 Outsourced internal audits based on annual risk assessment Investor and Borrower Services
AmeriNat’s Investor Services Department has been separated and elevated in the organization in alignment with AmeriNat’s emphasis on client engagement, responsiveness, and attentiveness. The Investor Services team will have regular meetings with the City, will review portfolio reports on a routine basis, will be familiar with the status of delinquencies and claims and is the City’s first and final stop for questions and needs.

AmeriNat’s bilingual borrower service team is second to none with customer service ratings, as measured by google, Wallet-hub and other industry sources, consistently exceeding those of its competitors by nearly 200%! This displays the “exceptionally good servicing” goal that AmeriNat holds itself accountable to.

Borrowers can reach borrower service staff via email and phone numbers published on the AmeriNat website.

Continuous access to loan account information is also provided during normal working hours through toll free customer service telephone lines. AmeriNat has a particular emphasis on tracking inbound call stats, specifically the percentage of calls answered, average speed to answer and abandonment rate, all of which have been outstanding and exceed the established goals. AmeriNat recently deployed an automatic callback feature that allows a caller to choose to be called back rather than wait on a brief hold in the phone queue and borrowers have expressed their appreciation for this added feature.

The following quotes from borrowers display the care and concern that the AmeriNat team brings to each interaction:
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“The customer service was excellent, she processed my payment, help me set up my online profile, and advised me on future steps. I would highly recommend AmeriNat.” “I am writing to compliment AmeriNat on the outstanding and timely customer service that I received today…Thank you for all that you do to assist homeowners like me. I have been very impressed and grateful for your agency and my limited interactions with your staff.” “We have had many offers to refinance our mortgage, but I never will do that because I would lose you all as the servicing company. It is employees like April that give me confidence in your ability to continue to serve us well. Many thanks!”
Technology & Innovation
AmeriNat considers this information to be proprietary and confidential information, which shall not be disclosed outside the City and shall not be duplicated, used, or disclosed - in whole or part - for any purpose other than to evaluate this offer/proposal.

AmeriNat customizes its technology platforms based on the markets in which it operates and its clients’ needs.

The IT department within AmeriNat, which is supplemented through outside third-party vendors for areas requiring a unique technology or expertise, utilizes a “continual improvement” model of operations. Ongoing upgrades and enhancements, which are driven by clients and staff members, align with the company’s commitment to providing superior service for clients.

AmeriNat works towards the National Institute of Standards and Technology (NIST) cybersecurity framework.

AmeriNat has an information security risk management program in place including risk assessments and audits, a third-party vendor management program, an incident response program and a comprehensive training program for security awareness. AmeriNat also has a tested Business Continuity Plan in place that is designed to recover critical business functions in its locations. This includes the engagement of a third-party vendor to provide turnkey disaster recovery procedures, backup and recovery strategies over critical data, off site storage and processing, data redundancy on a continual operating basis, and robust privacy and IT controls throughout the firm. The disaster recovery plan is tested annually through a formulated disaster scenario. AmeriNat system controls include multifactor authentication, out-of-band communication requirements for external fund transfers, and ongoing network monitoring, alerting and reporting.

AmeriNat Portal: AmeriNat’s servicing platform is complemented by a proprietary data warehouse and investor loan access system. Custom reports and other requested data are loaded directly on the City’s homepage, for secure and convenient access.
 Customizable homepage with graphic and summary displays of portfolio  Drill-down links to detail loan data from homepage with 1-click functionality  Comprehensive portfolio reports, including the portfolio trial balance and delinquency reports, easily downloaded into excel, CSV or PDF
 Notification when newly populated reports are available  Filter and sort ability on report data for quick on-screen customization #4..
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 Display and download customization through column selection, with ability to save custom views for future log-ons
 One-click links between reports
 Two-way file sharing – Investors can conveniently upload documents securely to the AmeriNat portal as well as view files uploaded by AmeriNat
Ongoing enhancements to the AmeriNat portal are led by the Investor Services team, supported by the technology team. Future enhancements will include Investor management of the portal’s user access, Investor report builder to accompany current suite of standard report options, and enhanced API services.

Importantly, there are no user, data or access charges for the AmeriNat portal. Our team believes data availability should be imbedded within the loan servicing deliverable and views the AmeriNat portal as the information delivery component of “exceptionally good servicing”.

Borrower website: Borrowers have an access tool via the AmeriNat website providing a modern and mobilefriendly portal. In addition, AmeriNat’s 5-Star mobile app provides borrowers another convenient tool (and fully integrating with popular consumer finance applications, such as Mint, TurboTax and QuickBooks). #4..
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12 Proposal Form L – Subcontractor List
Attached is the completed Proposal Form L.
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PROPOSAL FORM L - SUBCONTRACTOR LIST
Proposer shall list the name and the address of the place of business for each subcontractor who will perform work or labor or render services to the Proposer. In addition, list the type of work the subcontractor will perform, and; (if applicable) its Department of Industrial Relations (DIR) registration number and its California Contractor’s license number:

Name of
Subcontractor
Address Type of Work Contractor
License # (if any)
DIR
Registration #
(if any)
N/A
Proposer Company Name: AmeriNat
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13 Exhibit A – Detailed Scope of Work
AmeriNat offers clients comprehensive and proven solutions for their program needs. As a regulated servicer, these solutions are based upon processes and procedures developed in compliance with pertinent regulations. The work will include, but not be limited to, the following services:
 Monthly Servicing
 Collections
 Delinquency Counseling, Repayment Plans, Loan Modifications and Forbearance Evaluations  Technical Assistance
 New Loan Set-Ups, Loan Revisions and Loan Payoffs
 Foreclosure Services
 Bankruptcy Tracking
 Record Maintenance
 Imaged Documents
AmeriNat will perform the following tasks:

1. Monthly Servicing
a) Provide diligent and customary loan service functions.

AmeriNat offers clients comprehensive and proven solutions for their program needs. As a regulated servicer, these solutions are based upon processes and procedures developed in compliance with pertinent regulations.
b) Maintain a complete and accurate account of the borrower’s accounts and properly apply all sums collected from the borrower or through the partnering primary lending bank.

AmeriNat will collect payments from the borrowers through monthly or other scheduled remittances of principal, interest, fees, escrow balances and other identified payments. Payments will be posted to the loan and ancillary records in accordance with the loan documents and the City’s written instructions the same day as receipt. Funds will be maintained in an FDIC insured banking institution in a custodial account for the benefit of the City and the borrowers as applicable. AmeriNat balances cash received and transmitted and loan portfolio totals on a daily and monthly basis.
c) Remint all payments received with respect to each loan to the City, on or before five (5) business days from the 20th of each month, the total receipt of all principals and/or interest payments paid by the borrower per the payment requirements documented within the promissory note.

AmeriNat will forward remittances to the City monthly net of fees and other authorized charges due to AmeriNat by the tenth (10th) business day of the month. #4..
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14 d) Provide default and delinquency monitoring.

AmeriNat provides treatment for delinquent mortgages through positive pressure that is fair but firm, with escalation of activities matching the advancement of the delinquency stage. Additional detailed scope information can be found in section 2. Collections below. e) Inspect and notify the City of all defaults and events of defaults by the borrower of which the contractor is aware. This may include sale, transfer, loss and/or damage to collateral used to secure loan, failure to provide adequate insurance coverage of financed property, borrower’s misuse of financed property, and/or other violations by a borrower of his/her/their obligations under the executed loan documents.

AmeriNat will notify the City via online portal reports of defaults and events of defaults by the borrower of which we are aware.
f) Keep all records in connection with the loans at the contractor’s place of business and available, within one (1) business day notice, for inspection during regular business hours, by City representatives, or other examiners/persons lawfully and appropriately authorized by the City or other governmental authorities.

AmeriNat will have records available within five (5) business days’ notice. g) Provide automatic payment and pay by phone options to borrowers.

AmeriNat provides several convenient payments options including reoccurring ACH and “checkby-phone”1 , as well multiple payment options online, via the AmeriNat app and via check to a secure lockbox.
h) Provide insurance monitoring and owner occupancy monitoring for residential loans.

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.

Lender Placed Insurance (at City’s option): 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 the City wishes to select loans for the force placement of insurance on an “as requested” basis, it will be the City’s responsibility to verify the placement has been completed by AmeriNat. This quality control step aids in ensuring that the City’s instructions were received by AmeriNat, usually via email. The City can review the coverage through monthly reports from AmeriNat indicating insurance status. 1 Additional fees apply.
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15 1. Coverage is 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 oneyear 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, the balance will be accounted for in that month’s reconciliation of the City Escrow Deficit Account.

If the aggregate portfolio remittance for the month is insufficient to cover the deficit amount, the City will be billed and responsible for the cost until recouped from the borrower. Pay-off quotations or demands will reflect impound deficit amounts (caused by the cost of forcedplace insurance or other advances) so that the borrower will still be held responsible for the cost even if they are unresponsive.

5. The Portfolio Status Report, delivered monthly to the City, will also reflect such negative impound balances (i.e. the total amount of such premiums owed by borrower).

6. The one-year policy is cancelable by either AmeriNat or the City.

Owner occupancy monitoring: AmeriNat will forward an instructional letter and Affidavit of Owner to the borrower. The Affidavit requires the owner to affirm continued compliance with 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 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 the City.
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16 i) Provide tax monitoring.

At the City’s request, AmeriNat will order a tax service contract and monitor the timely payment of property taxes.
j) Report loans to no fewer than three (3) credit bureaus and respond to any disputed credit reports filed by borrowers.

AmeriNat submits payment ac�vity to the four credit repositories, Equifax, Experian, Innovis, and TransUnion, on a monthly basis. Timely payments help strengthen a borrower’s credit ra�ng and these are reported as well as delinquent payments.
k) Provide monthly reports delivered on the day of, or before, the transfer of total receipts that are remitted to the City. The report must detail amounts received by individual account and totals by program. Provide samples of these monthly reports.

AmeriNat’s standard reports are designed to meet the 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 the City online through AmeriNat’s portal. The City has unlimited access to account and portfolio data through the portal and can view the information as well as generate reports that can be downloaded into Excel.

1. Portfolio Status Report: The 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.

2. Current Month Reconciliation Report: This monthly report serves as reconciliation for the loan payments remitted by borrowers.

3. 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.

4. Fee Detail Report: This monthly report details AmeriNat’s fees assessed and overall remittances on a per loan basis.

5. 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 the City’s monthly remittance; a net shortage/negative will be deducted and a net overage/positive will be remitted.
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17 6. 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 the client’s portfolio.

7. Payment History: This report details transactions on individual accounts for the current year’s activity.

8. 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.

9. Additional Standard Reports:
 Borrower with Balances  Open Accounts
 Closed Accounts  Account Status Report
 Account Memo Listing Report  Borrower Property Information  Escrow Activity  Late Charge Activity
 Daily Transactions Summary  Manual Adjustments
 Borrower Loan Information
l) Provide monthly statements that would be sent to borrowers, as well as standard letters and communication. Provide samples of these monthly statements.

AmeriNat will supply borrowers with a printed or electronic monthly billing statement. Borrowers are encouraged to sign up for e-statements. Standard letters and communication is also provided.

Postage costs for printed statements and letters will be passed through to the City.

2. Collections
a) Take all customary and appropriate action to collect all loans when due monthly.

AmeriNat’s collections and loss mitigation activities are based on uniformly accepted servicing standards, industry best practices, GSE standards including FHA reporting requirements, and the client’s servicing manuals and program requirements. Collections and loss mitigation activities comply with pertinent regulations including the Consumer Financial Protection Bureau (CFPB) prescribed actions, the Equal Credit Opportunity Act (ECOA), the Fair Credit Reporting Act (FCRA) and the Fair Debt Collection Practices Act (FDCPA). AmeriNat’s procedures are customized, within these regulatory parameters, for individual clients, investors, and insurers. Each client portfolio is different, and AmeriNat manages delinquency levels against client-specific goals rather than general standards.
b) Create delinquent/default letters, including demand letters to each borrower who is 15, 30, 45, 60 and 90 days past due, and a list of letter recipients to be sent to the City, see address below. #4..
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18 AmeriNat forwards its first letter to new delinquent borrowers at 5 days past the first payment due date. Borrowers are reminded to contact AmeriNat to discuss difficulties they may be facing in meeting their obligations.

Letters of varying tone and composition will be sent at 15, 30 and 45 and 90 days past the payment due date. For single-family loans, 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. c) Make telephone calls to residential and developer loans beginning at 30 days delinquent and for economic/commercial loans, calls will be made at 15-, 30- and 45-days delinquent.

Telephone calls will be placed on a regular basis as loan remains under active delinquent 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 at 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.
d) Submit confirmation letters to follow up telephone calls and submitted to an approved encryption portal for retrieval.

Contact with borrowers is used to solicit commitments to repay past due amounts. For loans in later delinquency stages, once a commitment is gained, AmeriNat will forward a confirmation letter to the borrower to document both the call and the commitment. Notes associated with this activity can also viewed on the AmeriNat Portal.
e) For All Residential and Developer Loans Only: Upon the expiration of the 90-day demand letter the Contractor will contact the City for approval to move forward with further legal collection activities, including foreclosure. Copies of correspondence should be submitted to an approved encryption portal for retrieval.

Upon the expiration of the 90-day demand letter, AmeriNat will contact the City for approval to move forward with further legal collection activities, including foreclosure. Notes associated with this activity can be viewed on the AmeriNat Portal.

3. Delinquency Counseling, Repayment Plans, Loan Modifications and Forbearance Evaluations a) Work with borrowers to evaluate their financial situation, including budget and credit counseling, to formulate repayment plans or recommend loan modifications for borrowers more than ninety (90) days past due.
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19 AmeriNat performs normal workout activities and if further professional budgeting and credit counseling work is needed, AmeriNat will refer them to an independent resource. b) Work with borrowers to implement repayment plans for past due payments, generally no more than ninety (90) days past due and/or able to be brought current within 6-12 months. Send copies of letter agreements with borrowers to the City.

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 the City. Formal modifications to promissory note terms and forbearance plans of greater than six months duration are forwarded to the City for pre-approval. Before the borrower executes the agreement, the City is requested to approve the plan. Once approved, AmeriNat will implement the new payment schedule. Should a borrower default from the new payment schedule without cause, AmeriNat will recommend foreclosure.

Notes associated with this activity can be viewed on the AmeriNat Portal. c) Prepare Forbearance Evaluations and work with borrowers who have encountered hardships to recommend loan modification actions.

Forbearance Evaluation Process: 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 the 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 the 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.

AmeriNat’s objective is to formulate a plan to bring the loan current as soon as possible. However, in light of the City original purpose in making these loans (to assist the low/moderate income and disadvantaged citizens of its community), AmeriNat may recommend forbearance plans that defer all or part of the regular repayments for a specified period of time.

Loan Modification Analysis:

1. Preliminary Screening: When 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 possibly be eligible for an available loss mitigation option, the borrower will be encouraged to submit a loss mitigation application. #4..
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20 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.

3. Analysis and Recommendation: Underwriting of the application is performed using the City’s eligibility criteria. This analysis will reflect information such as ability to repay or affordability (debt-to-income ratio), status of 1st mortgage, and occupancy. Based on the aforementioned, 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 the City. The recommendation along with the supporting documentation will be sent to the City for approval.

4. Approval: Once a loan modification has been approved, AmeriNat shall prepare and forward the required documents to the borrower for signature and recording, unless the 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 the City and copies will be promptly sent to AmeriNat along with funds required for escrow, legal fees, etc.

After receipt of executed modification documents and required funds, AmeriNat will make the appropriate modifications to the loan, send the borrower new payment coupons or billing statements, and electronically notate the account. Respective modification documentation will be retained in the electronic loan file.

4. Technical Assistance
a) Provide assistance to Community Development Department staff relative to current lending practices, policies and procedures which may be used in the development or modification of the City’s existing and future loan programs.

AmeriNat has six defined corporate-wide goals that align with the company’s vision/mission/philosophy and values. The first of those goals is to “strengthen customer relationships.” AmeriNat follows through on this commitment through assigning a dedicated investor services representative to assist with questions, offer assistance, and if appropriate, to gather the resources necessary to consistently provide exemplary service. Technical assistance is subject to an hourly fee or as agreed to in a Statement of Work.

5. New Loan Set Ups, Loan Revisions and Loan Payoffs
a) From receipt of new loan information from the City, set-up of new loans should take no longer than ten (10) business days. Borrower shall be mailed a Welcome Letter and schedule of payment or coupon book within this time frame.
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21 Initial Portfolio Transfer: The City will send AmeriNat copies of the loan files electronically.

AmeriNat will test the boarding data against the loan file records. A quality control review is conducted on system data to flag values exceeding normal or expected ranges. Data is also sent to the City for review and acceptance. Throughout the process, AmeriNat’s conversion team will meet with the City frequently to discuss progress of the conversion. More details on the initial transfer can be found in section 11 below.

Flow Loans: The City is responsible for completing an electronic loan setup form, available on AmeriNat’s portal, for flow loans being transferred to AmeriNat for servicing. When fully complete, the City uploads the form to the AmeriNat portal. AmeriNat will board new loans within ten (10) business days of receiving the fully completed electronic loan setup form along with applicable required funds.

Introductory Package: Upon boarding of a new loan, AmeriNat will send a welcome package to the borrower. This welcome package contains a Notice of Servicing Transfer, Fair Debt Notice, FACT Act Letter, and a variety of options to submit payments. b) Upon request of the City, loan revisions of existing loans should be updated within one (1) business day.

Upon request of the City, loan revisions of existing loans will be updated within five (5) business days.
c) Respond to payoff quote requests in a timely manner within one (1) business day.

AmeriNat will respond to payoff quote requests generally within two (2) business days of receiving the written request.

6. Foreclosure Services
a) If the City consents to the initiation and completion of foreclosure on all collateral, including real and personal property, unless the City Manager or his/her designee has agreed otherwise, the servicing contractor shall notify the City at least fifteen (15) days before the filing of a petition to initiate any special proceeding. The City shall have the right to approve the attorney chosen by contractor to represent the City, which approval shall not be unreasonably withheld.

With respect to collection, the City will be responsible for filing, service fees and other costs for which the beneficiary is customarily responsible.

Upon the 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 the City. If no response is received within 30 days, AmeriNat will advise the City of the non-response and proceed to foreclosure. AmeriNat will properly document the steps taken to affect a cure. #4..
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22 If the loan is not reinstated (brought current) or paid off, AmeriNat will continue foreclosure up to and including the sale of the property. If the City desires AmeriNat to perform property management, a third-party property management vendor will be engaged. AmeriNat can identify, track and pay bills related to property preservation, the costs of which remain the responsibility of the City. Upon sale of the property, AmeriNat will return the proceeds of the sale to the City less foreclosure fees and previously un-reimbursed costs incurred.

In the event the borrower reinstates the loan, AmeriNat will remit to the City payments received from the borrower. For those loans that are reinstated by the borrower, AmeriNat will resume normal servicing functions.

AmeriNat will notify the City at least fifteen (15) days before the filing of a petition to initiate any special proceeding. The City shall have the right to approve the attorney chosen by contractor to represent the City, which approval shall not be unreasonably withheld. With respect to collection, the City will be responsible for filing, service fees and other costs for which the beneficiary is customarily responsible.

7. Bankruptcy Tracking
a) Track Chapter 7 and Chapter 13 Bankruptcy Filings.
b) Upon request of the City, file Proof of Claim or Reaffirmation Agreement. c) Track pre- and post-petition payments and any other related tasks.

Chapter 7 Bankruptcy:
a. Upon receipt of notification from a court of law, debtor (borrower), or the 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 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 notify the borrower’s (debtor’s) counsel and Chapter 7 Trustee advising of the default, but if filed pro se, then the debtor would be notified directly.
c. Should the Chapter 7 Trustee determine that assets are available for distribution to creditors, AmeriNat will file a Proof of Claim on behalf of the City. #4..
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23 Chapter 13 Bankruptcy:
a. Upon receipt of notification from a court of law, debtor (borrower), or the City, of a Chapter 13 bankruptcy for a debtor serviced by AmeriNat, AmeriNat will notify the City its intention to file a Proof of Claim as well as supporting bankruptcy documentation and will file with the appropriate court. Upon receipt of a returned filed Proof of Claim from the court, AmeriNat will forward a copy of the same to the 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 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 the City, AmeriNat will file the Motion for Relief. Once authorized by the court, and as directed by the City, AmeriNat may then begin foreclosure proceedings.

8. Record Maintenance
a) Maintain all records per the required record management policy to be approved by the City.

Records are maintained electronically. Loan data is available in a secure fashion via the online portal. Copies of loan files can be uploaded to the secure portal upon request of the City. It is expected that the City will not routinely need copies of loan file documentation. AmeriNat provides the first three loan files per month at no charge and thereafter charges $85 per file per occurrence in the same month.
b) Electronic file access must be maintained per the required record management to be approved by the City.

AmeriNat maintains electronic loan files, and copies can be made available upon request, within five (5) business days. Our clients use our online portal to easily identify loan statuses, and hard copies of files are generally not needed. See above paragraph for information on secure access to loan files.

9. Imaged Documents
a) All documents shall be imaged and accessible to the City at all times.

AmeriNat will image and make available for review, inspection and downloading records and reports related to the City’s loan accounts. These records and reports are accessible during regular business hours generally within five (5) business days of notice. Our clients use our online portal #4..
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24 to easily identify loan statuses; therefore, hard copies of files are generally not needed. See above paragraphs for information on secure access to loan files.

AmeriNat recognizes the importance of protecting access to sensitive information stored in its systems and databases. Extensive procedures are in place to protect this information, including:
­ Password protected computer workstations and programs ­ Password protection for critical data elements and processes in servicing system ­ Securitized email systems, and secured entry to Local Area Network ­ Firewall protection for access to Internet Services
­ VPN and Firewall protected connectivity with remote users ­ Data backup media stored in off-site locations in protected banking environment

10. Other Needs and Requirements
a) The City will make payments based on a fee-for-service basis. Each billing must consist of an invoice and monthly activity summary with back-up documentation. No payment will be made until staff has approved the invoice.

AmeriNat provides a fee detail report that details on a fee-for-service basis. This monthly report is available on AmeriNat’s portal.

11. Initial Transition Timeline
a) Once awarded and agreements approved by Council, The transitioning data and effective usage for the clients within 90 days.

AmeriNat is experienced with large and small portfolio integration through bulk transfers, as well as manual set up for new loan generation. AmeriNat’s Investor Services and IT departments work together on the coordination of the transfers. A typical implementation timeframe is ninety days from award to service initiation.

Copies of the loan file will be electronically received, and boarding data is tested against loan file records. A quality control review is conducted on system data to flag values exceeding normal or expected ranges. Data is also sent to the City for review and acceptance. Throughout the process, the AmeriNat conversion team will be meeting with the City frequently to discuss progress of the conversion.

Upon the boarding of a new loan, AmeriNat will send a welcome package to the borrower. This welcome package contains a Notice of Servicing Transfer, applicable regulatory letters. information on how to make payments, ACH enrollment information, and information on how to reach AmeriNat and to log in to AmeriNat’s borrower portal. #4..
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25 AmeriNat has outlined “milestones” below and on the following page to measure progress for the implementation of its loan portfolio management service.

Milestones Activities Deliverables

1. Implementation
Planning
• Define roles and responsibilities; obtain
preliminary information about portfolio
• Client meetings to review unique aspects
of portfolio
• Plan implementation and schedule
conversion date
• Determine available formats for data
• Complete Portfolio Transfer Questionnaire
and related documentation with client
Implementation plan
and schedule

2. Requirements
Preparation
• Program data files with needed fields of
information required
• Receive and review preliminary test files
from current servicers system (re-run as
necessary for completeness and accuracy
checks to be satisfied)
• Run exception testing on missing, illogical,
or unexpected data results
• Records tested against original loan
documents for consistency
• Prepare program guidelines
• Forward proposed borrower welcome
package to client for approval
Completed program
guidelines; completed
approved welcome
packages

3. Data
Programming
• Transfer loan data into AmeriNat’s system
• Quality control review of set up reports,
trial balances
• Cash and loan balancing
Data entered

4. File and Data
Reconciling
• Electronic records of files transferred
• Loan setup data tested against loan
documents for consistency
• Data reconciling and balancing,
acknowledgement by the client
Portfolio status report
sign-off
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26 Milestones Activities Deliverables

5. Borrower
Notifications
• Good-bye letters (client) a minimum of 15
days prior to the servicing start date.
• Send borrower a welcome letter, a
Servicing Transfer Notice, FACT Act
Notice, a monthly statement, and ACH
payment information.
15-day letter;
welcome letter and
necessary servicing
transfer notices and
letters

6. Training • Review program guidelines with staff
• Provide client staff training for web-based
reporting
Completed reviews
and training

7. Service
Conversion
• Update data as of the date of transfer,
including account/reference number,
current balance, next payment due, date
of last payment, accrued interest, and
current impound/escrow balance
• Provide client staff with website logon
credentials and passwords
Transfer of service

8. Quality assurance
team
90-day
responsibilities
• Review reports with client during first two
months of servicing
• Operations meeting with multiple client
departments to review status
Review notes and
completed reports
with management
Training is integrated within each step of the implementation phase. Detailed instructions and forms are provided to aid the process. Borrowers/Investors are provided statements, contact information and transfer information. If applicable, property insurers are notified of the new loss payee information during the transfer process, and the status of existing property tax contracts is verified or new contracts are ordered.

Individual loans on a go-forward basis are set up manually but through much the same process.

Loans are boarded once AmeriNat determines that the loan data is accurate and complete.

AmeriNat has had numerous clients that have boarded loans with us where the previous servicing had resulted in inaccurate loan balances, such as missing payment information or the improper posting of partial payments. AmeriNat has developed a service through which a “clean-up” of the booked loans is done to be consistent with the terms and conditions of the original loan documents. Clean up work typically involves a detailed review of payment histories to determine posting accuracy and compliance with amortization statements, truth in lending statements, and other applicable loan documents. This is particularly helpful when prior servicing has resulted in incorrect posting of payments. The clean-up fee varies depending on the scope of the project. #4..
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27 12. Loan Transfer
a) In the event the City requires the Contractor to transition loans back to the City or to another Servicer, the Contractor will gather and package all loan files (hard-copy and/or electronic copy) for shipment within 90 days from the date of written notice. The Contractor will work with the City’s staff to electronically transmit servicing data in an agreed upon format.

In the event the City requires AmeriNat to transition loans back to the City or to another servicer, AmeriNat will gather and package loan files (hard-copy and/or electronic copy) for shipment within 90 days from the date of the written notice. AmeriNat’s IT department will work with the City’s staff to electronically transmit servicing data in an agreed upon format.

13. Additional Loan Servicing Functions:
a. Escrow/Impound Account: If the City chooses, AmeriNat will establish a borrower escrow/impound account 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).

Please note: For single-family loans, unless respective 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 the 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 the City request alternative handling of loan accounts with escrow payment increases, this may result in the City incurring extraordinary services charges.

If the City chooses to establish an escrow/impound account, AmeriNat will also establish a Client Escrow Deficit account. This account is used to track and reconcile 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. The escrow deficit account will be reconciled monthly, compared to advances made by AmeriNat and escrow payments collected from the borrowers.

The net change will be included or deducted from the City’s monthly remittance; a net shortage/negative will be deducted and a net overage/positive will be remitted. 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 such time said reimbursement occurs. Regardless of whether or not the net shortage/negative is deducted from remittance at the end of the month, the City remains responsible for escrow advances made by AmeriNat.

At portfolio transfer AmeriNat will require a cash deposit equal to the total amount of positive escrow balances. Negative escrow balances will be set up, but the total amount of negative escrow balances will not be netted out of the positive cash escrow balances. Should recurring #4..
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28 advances become necessary, AmeriNat reserves the right to request the City to deposit an amount into reserve in the Client Escrow Deficit account to cover the anticipated necessary advances.

b. Late Fees: In keeping with the provisions of the City’s promissory note, AmeriNat will assess and retain a late fee when payment is not made within the grace period. c. Account Inquiries: Borrowers and the City have 24-hour electronic access to their loan information via AmeriNat’s website at www.amerinatls.com. Continuous access to loan account information is also provided during normal working hours through 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 transactions relating to the borrower’s payments and/or escrow account.
d. Non-sufficient Funds (NSF) Checks: In the event that a check is returned unpaid due to nonsufficient funds, a returned check fee will be assessed. A letter will be sent to the borrower requesting immediate payment plus the returned check fee. If this fee is not received, a memo will be placed on the individual’s account and the fee will be collected at the time the loan is paid off. If there is no fee associated with checks being returned in the borrower’s note agreement, applicable fees incurred will become the responsibility of the City. e. Loan Amortization Schedules: AmeriNat will provide Loan Amortization Schedules upon request. f. Tax Forms: Pursuant to IRS regulations and, on behalf of the City, AmeriNat will submit required tax forms for borrowers paying interest on City loans.
g. 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. h. Tickler Notifications: AmeriNat will provide an annual tickler notification at the City’s request. i. Loan Confirmation Audits: AmeriNat will complete loan confirmation audits when requested by the 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. j. Subordination Processing
1) Subordination Request Package: Upon a borrower’s request for a subordination, AmeriNat will send a Subordination Request Package to the borrower or designee (lender or title). The City may require the borrower to pay the cost of the subordination processing at application or the City may pay the cost upon billing from AmeriNat. #4..
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29 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)
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
4) Recommendation: At the completion of the review, a report is forwarded to the City with a recommendation to either approve the request and to execute the Agreement, or to deny the request. The report will contain a recapitulation of pertinent information such as lowered monthly payment amounts, old and new LTV’s, new and old senior debt loan amounts, etc. 5) Approval: Upon the City’s approval of a request for subordination, the City will forward to borrower’s lender or Title Company:
a. Completed and executed Subordination Agreement between the City and borrower b. Closing instructions dictating terms / use of Subordination Agreement document c. Request for Notice document for new senior loan
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30 Exhibit B – Sample Statement/Reports
Attached are a sample statement and reports.
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Loan Number: 1000118724
Payment Due Date: 12/27/2023
Total Amount Due: $310.53
$0.00 late fee will be charged if the payment is not received by 01/26/2024.

Account Information
Property Address: 1601 22ND AVE N
MINNEAPOLIS, MN 55411
Loan Due Date 12/27/2023
Outstanding Principal Balance* $74,216.47
Deferred Balance $0.00
Escrow Balance $0.00
Reserve Balance $0.00
Interest Rate 0.000%
Maturity Date October 2043
YTD Interest Paid $0.00
YTD Principal Paid $310.53
*The Principal Balance above is NOT the total amount required to pay the loan in full.

Explanation of Amount Due
Principal $310.53
Interest $0.00
Escrow (Taxes & Insurance) $0.00
Client Fund $0.00
Reserve Fund $0.00
Other Monthly Amount $0.00
Regular Monthly Payment $310.53
Past Due Payment(s) $0.00
Recoverable Corporate Advances $0.00
Total Late Charges and Other Fees $0.00
Total Amount Due $310.53
Partial Payments/Suspense Balance* $0.00
Transaction Activity through 11/16/23
Date
Paid Description Principal Interest Escrow Other Monthly Amount
Charges and
Fees
Partial Payment/
Suspense Total
11/15/23 NEW LOAN SET UP -$74,527.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 11/16/23 PAYMENT $310.53 $0.00 $0.00 $0.00 $0.00 $0.00 $310.53 Special Messages
Important Messages
Paperless Statements: Increase security and privacy and help the environment by enrolling in paperless statements. We’ll send you an email notification when monthly statements and other important documents are ready to view online.

Automatic Payment Drafting: No stamps? No check? No Problem! Enroll in autopay and have your loan payment automatically debited at no charge from your bank account on the same day of the month, every month.

Just scan the above QR code or go to www.amerinatls.com and log in your account to enroll. You can also contact Customer Service toll free at (800) 943-1988. Thank you!
If you are experiencing financial difficulty: If you would like mortgage counseling or assistance, you can find a list of counselors in your area on the U.S. Department of Housing and Urban Development's website at http:/www.hud.gov/ or call 800-569-4287.

Past Payments Breakdown
Paid Last Month Paid Year to Date
Principal $310.53 $310.53
Interest $0.00 $0.00
Escrow (Taxes and Insurance) $0.00 $0.00
Client Fund $0.00 $0.00
Reserve Fund $0.00 $0.00
Other Monthly Amount $0.00 $0.00
Fees and Charges $0.00 $0.00
Partial Payment / Suspense * $0.00 $0.00
Total Payment $310.53 $310.53
Important Information About Partial Payments
* Partial Payments that are made may not be applied to the loan but instead held in a separate "suspense" account. Once the balance of the partial payment is made, the funds may then be applied to the loan.

PAYMENT COUPON Amount Due
Loan Number 1000118724
Borrower BRITNEY SILVA
Co-Borrower
Total Amount Due $310.53
Next Payment Due 12/27/2023
$0.00 late fee will be charged if the payment is not
received by 01/26/2024.

Mailing address change indicated on reverse.

Do not send cash or post dated checks.

Checks will be deposited upon receipt.

Please do not send correspondence with
your payment.
$310.53
$ . $ . $ . $ .

Total Amount
Due
Additional
Principal
Additional
Escrow
Other
AMERINAT Total Enclosed
PO BOX 52211
PHOENIX AZ 85072-2211
127 0010001187243 031053 031053 3
1000118724
38210281
Monthly Statement
900850
01 713
1000118724_MonthlyStatement_11162023_000001 PAGE1
Monthly Statement
Statement Date: November 16, 2023 217 South Newton Ave
Albert Lea, MN 56007

RETURN SERVICE REQUESTED
000001

BRITNEY SILVA
1601 22ND AVE N
MINNEAPOLIS, MN 55411
Online Access:
www.amerinatls.com
Hours Of Operation:
8:30 am ET - 8 pm ET, Monday - Friday
Toll Free: (800) 943-1988
Fax: 562-928-9171
Correspondence: Payments:
217 South Newton Ave PO Box 52211
Albert Lea, MN 56007 Phoenix, AZ 85072-2211
Detach here and send the bottom portion of the statement with your payment. Allow sufficient time for delivery before payment due date. 1000118724

BRITNEY SILVA
1601 22ND AVE N
MINNEAPOLIS, MN 55411
1601 22ND AVE N
MINNEAPOLIS, MN 55411
1000118724

BRITNEY SILVA
127 0010001187243 031053 031053 3
#4..
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IMPORTANT INFORMATION
PAYMENTS: Detach your payment coupon and mail it with your check or money order. Do not delay payments while waiting for additional or corrected statements. Please write the loan number on your check or money order and mail to the Payment Processing Center listed on your coupon.

LATE CHARGES: To avoid late charges, mail your payment to arrive by the due date. Payment(s) received after the grace period may (depending on the loan agreement) receive a late charge. Please see the front of the Monthly Statement in the Total Amount Due box for the late fee amount which may be charged if the payment is not received by the date listed.

ADDITIONAL AMOUNTS: Your remittance should be for the exact amount shown on the coupon. If you wish to make additional payments to your principal or escrow, please indicate the amounts on the coupon. If you would like funds applied to "Other", please indicate how the funds are to be applied.

INQUIRIES: General inquiries should be mailed separately from your payment to our correspondence address. Be sure to include the loan number and telephone number, including area code, on all inquiries.

DISCLOSURES
CREDIT REPORTING: AmeriNat may report information about your account to credit bureaus. Late payments, missed payments, or other defaults on the account may be reflected in your credit report. As required by law, you are hereby notified that a negative credit report reflecting on your credit record may be submitted to a credit reporting agency if you fail to fulfill the terms of the credit obligations.

IMPORTANT BANKRUPTCY NOTICE (if applicable): To the extent your original obligation was discharged or is subject to an automatic stay of bankruptcy under Title 11 of the U.S. Code, this statement is for compliance and/or informational purposes only and does not constitute an attempt to collect a debt or to impose personal liability for such obligation. If you are represented by an attorney with respect to the loan, please forward this document to your attorney.

MINI MIRANDA: This communication is from a debt collector and it is for the purpose of collecting a debt and any information obtained will be used for that purpose. This notice is required by the provisions of the Fair Debt Collection Practices Act and does not imply that we are attempting to collect money from anyone who has discharged the debt under the bankruptcy laws of the United States.

HUD STATEMENT: Pursuant to Section 169 of the Housing and Community Development Act of 1987, you may have the opportunity to receive counseling from various local agencies regarding the retention of your home. You may obtain a list of the HUD-approved housing counseling agencies by calling the HUD nationwide toll-free telephone number at (800) 569-4287.

SERVICEMEMBERS CIVIL RELIEF ACT (SCRA): If you or any other person on this loan is a servicemember or dependent of a servicemember, you may be entitled to certain protections under the Federal Servicemembers Civil Relief Act (50 U.S.C. Sec 501) regarding the servicemember’s interest rate and the risk of foreclosure. Counseling for qualified individuals is available at agencies such as Military OneSource and Armed Forces Legal Assistance. To obtain information on counseling assistance, contact the OneSource Center, toll free, at (800)-342-9647 or visit their website: https://www.militaryonesource.mil/footer?content_id=267442.

Assert and protect your rights as a member of the armed forces of the United States. If you are or your spouse is serving on active military duty, including active military duty as a member of the Texas National Guard or the National Guard of another state or as a member of a reserve component of the armed forces of the United States, please send written notice of the active-duty military service to the sender of this notice immediately.

PROPERTY INSPECTIONS: If the loan account is in default, in accordance with the terms of the Mortgage/Deed of Trust, AmeriNat may inspect the property to determine that it is being maintained and occupied. As needed or required, AmeriNat may secure the property. Securing the property may result in locks being added or changed in an effort to protect the property and may also include winterizing and/or mowing the property as necessary. Fees for such an inspection and/or property services may be charged to the account.

CHANGE OF INFORMATION REQUEST
Address Change Phone# Change Name Change Social Security# / Tax ID # Loan Number Date
Borrower's Name Borrower's Social Security Number
Co-Borrower's Name Co-Borrower's Social Security Number Street Address City/State/Zip
Home Phone ( ) Other Phone ( ) Bus/Cell
Borrower's Signature Co-Borrower's Signature
#4..
- 162 -
CLIENT: 105 - CITY OF RALEIGH
GROUP: N12 - CITY OF RALEIGHPROJECT: 101 - BOND 00Report Date: 10/2023 Current Monthly Reconciliation
Report Generated on: 11/17/2023

ACCOUNT
NO

REFERENCE FULL NAME COLLECTION
STATUS

PRIOR MONTH

ACCOUNT STATUS

ACCOUNT
STATUS

TRANSACTION
DATE

DUE DATE TRANSACTION
AMOUNT
ESCROW
AMOUNT

BORROWERFEES

SERVICEFEES

OTHERFEES

RESERVEPAYMENT

UNAPPLIEDPAYMENT

LATEFEE

REMITTED PRINCIPAL

PAYMENT

INTEREST

PAYMENT

CLIENT FUND

PAYMENT

LATECHARGE

PRINCIPALBALANCE

SECURITYSTATUS
MISC.

DETAILS

DESCRIPTION TRANSACTION
TYPE
1000003887 54HB9281 ADAMS TONYA S OPEN OPEN 10/30/2023 12/01/2023 105.57 0.00 0.00 0.00 0.00 0.00 0.00 105.57 87.89 17.68 0.00 0.00 5,217.38 AMT FOR 12/23 PAYMENT 1000016134 54HB2653 ANDERSON MONIQUE N OPEN OPEN 10/02/2023 10/01/2023 97.65 0.00 0.00 0.00 0.00 0.00 0.00 97.65 54.94 42.71 0.00 0.00 12,756.78 AMT FOR 10/23 PAYMENT 1000016134 54HB2653 ANDERSON MONIQUE N OPEN OPEN 10/31/2023 11/01/2023 97.65 0.00 0.00 0.00 0.00 0.00 0.00 97.65 55.13 42.52 0.00 0.00 12,701.65 AMT FOR 11/23 PAYMENT 1000002641 54HB2176 BORMANN JENNY OPEN OPEN 10/20/2023 11/01/2023 95.00 0.00 0.00 0.00 0.00 0.00 0.00 95.00 95.00 0.00 0.00 0.00 11,464.75 AMT FOR 11/23 PAYMENT 1000002641 54HB2176 BORMANN JENNY OPEN OPEN 10/20/2023 12/01/2023 5.00 0.00 0.00 0.00 0.00 0.00 0.00 5.00 5.00 0.00 0.00 0.00 11,459.75 AMT FOR 12/23 Curtailment 1000060043 54HB3316 CARRINGTON ANNIE M OPEN OPEN 10/23/2023 10/01/2023 312.00 0.00 0.00 0.00 0.00 0.00 12.00 300.00 300.00 0.00 0.00 0.00 113,952.00 AMT FOR 10/23 -

12.00:

PAYMENT
1000052417 43CD3202 CHAVIS GWENDOLYN ANN OPEN OPEN 10/16/2023 11/01/2023 185.00 0.00 0.00 0.00 0.00 185.00 0.00 0.00 0.00 0.00 0.00 0.00 3,194.12 AMT FOR 11/23 PAYMENT 1000052417 43CD3202 CHAVIS GWENDOLYN ANN OPEN OPEN 10/17/2023 11/01/2023 0.00 0.00 0.00 0.00 0.00 -91.07 0.00 91.07 83.08 7.99 0.00 0.00 3,111.04 AMT FOR 11/23 PAYMENT 1000052417 43CD3202 CHAVIS GWENDOLYN ANN OPEN OPEN 10/17/2023 12/01/2023 0.00 0.00 0.00 0.00 0.00 -93.93 0.00 93.93 93.93 0.00 0.00 0.00 3,017.11 AMT FOR 12/23 Curtailment 1000003930 54HB9272 CLEGG MARY R OPEN OPEN 10/30/2023 11/01/2023 58.06 0.00 0.00 0.00 0.00 0.00 0.00 58.06 42.35 15.71 0.00 0.00 4,671.73 AMT FOR 11/23 PAYMENT 1000003055 54HB2215 CORBETT ELIZABETH A OPEN OPEN 10/04/2023 12/01/2023 95.00 0.00 0.00 0.00 0.00 0.00 0.00 95.00 95.00 0.00 0.00 0.00 11,652.80 AMT FOR 12/23 PAYMENT 1000003055 54HB2215 CORBETT ELIZABETH A OPEN OPEN 10/04/2023 01/01/2024 405.00 0.00 0.00 0.00 0.00 0.00 0.00 405.00 405.00 0.00 0.00 0.00 11,247.80 AMT FOR 01/24 Curtailment 1000005196 54HB2349 COZART KIMBERLY T OPEN OPEN 10/24/2023 12/01/2023 97.65 0.00 0.00 0.00 0.00 0.00 0.00 97.65 77.75 19.90 0.00 0.00 5,891.18 AMT FOR 12/23 PAYMENT 1000005196 54HB2349 COZART KIMBERLY T OPEN OPEN 10/24/2023 01/01/2024 52.35 0.00 0.00 0.00 0.00 0.00 0.00 52.35 52.35 0.00 0.00 0.00 5,838.83 AMT FOR 01/24 Curtailment 1000003953 54HB9267 DUNSTON HARRIET D OPEN OPEN 10/03/2023 10/01/2023 105.57 0.00 0.00 0.00 0.00 0.00 0.00 105.57 77.07 28.50 0.00 0.00 8,472.35 AMT FOR 10/23 PAYMENT 1000003953 54HB9267 DUNSTON HARRIET D OPEN OPEN 10/03/2023 11/01/2023 0.43 0.00 0.00 0.00 0.00 0.00 0.00 0.43 0.43 0.00 0.00 0.00 8,471.92 AMT FOR 11/23 Curtailment 1000002941 54B2268 FISHER IV ELIJAH OPEN OPEN 10/13/2023 10/01/2023 97.65 0.00 0.00 0.00 0.00 0.00 0.00 97.65 60.58 37.07 0.00 0.00 11,060.49 AMT FOR 10/23 PAYMENT 1000004478 54HB2303 JIRJIS DINA S OPEN OPEN 10/25/2023 11/01/2023 61.67 0.00 0.00 0.00 0.00 0.00 0.00 61.67 61.67 0.00 0.00 0.00 8,991.10 AMT FOR 11/23 PAYMENT 1000003782 54HB9277 MOSS LORETTA G OPEN OPEN 10/31/2023 11/01/2023 105.57 0.00 0.00 0.00 0.00 0.00 0.00 105.57 83.90 21.67 0.00 0.00 6,416.37 AMT FOR 11/23 PAYMENT 1000003782 54HB9277 MOSS LORETTA G OPEN OPEN 10/31/2023 12/01/2023 45.00 0.00 0.00 0.00 0.00 0.00 0.00 45.00 45.00 0.00 0.00 0.00 6,371.37 AMT FOR 12/23 Curtailment 1000003018 54HB2269 PARKER AVA L OPEN OPEN 10/12/2023 10/01/2023 -110.00 0.00 0.00 0.00 0.00 -110.00 0.00 0.00 0.00 0.00 0.00 0.00 9,741.30 AMT FOR 10/23 PAYMENT 1000003018 54HB2269 PARKER AVA L OPEN OPEN 10/12/2023 10/01/2023 55.00 0.00 0.00 0.00 0.00 55.00 0.00 0.00 0.00 0.00 0.00 0.00 9,741.30 AMT FOR 10/23 PAYMENT 1000003018 54HB2269 PARKER AVA L OPEN OPEN 10/12/2023 10/01/2023 97.65 0.00 0.00 0.00 0.00 0.00 0.00 97.65 65.18 32.47 0.00 0.00 9,676.12 AMT FOR 10/23 PAYMENT 1000003018 54HB2269 PARKER AVA L OPEN OPEN 10/12/2023 11/01/2023 12.35 0.00 0.00 0.00 0.00 0.00 0.00 12.35 12.35 0.00 0.00 0.00 9,663.77 AMT FOR 11/23 Curtailment 1000003018 54HB2269 PARKER AVA L OPEN OPEN 10/26/2023 11/01/2023 55.00 0.00 0.00 0.00 0.00 55.00 0.00 0.00 0.00 0.00 0.00 0.00 9,663.77 AMT FOR 11/23 PAYMENT 1000003804 54HB9270 PIERCE SHELLY A OPEN OPEN 10/05/2023 10/01/2023 74.90 0.00 0.00 0.00 0.00 0.00 0.00 74.90 56.35 18.55 0.00 0.00 5,508.63 AMT FOR 10/23 PAYMENT 1000003804 54HB9270 PIERCE SHELLY A OPEN OPEN 10/05/2023 11/01/2023 5.10 0.00 0.00 0.00 0.00 0.00 0.00 5.10 5.10 0.00 0.00 0.00 5,503.53 AMT FOR 11/23 Curtailment 1000002648 54HB2162 SMITH CAROL OPEN OPEN 10/10/2023 10/01/2023 95.00 0.00 0.00 0.00 0.00 95.00 0.00 0.00 0.00 0.00 0.00 0.00 12,840.20 AMT FOR 10/23 PAYMENT 1000002648 54HB2162 SMITH CAROL OPEN OPEN 10/11/2023 10/01/2023 0.00 0.00 0.00 0.00 0.00 -95.00 0.00 95.00 95.00 0.00 0.00 0.00 12,745.20 AMT FOR 10/23 PAYMENT 1000021449 54HB2813 WAKEFIELD AFFORDABLE

HOUSING L
OPEN OPEN 10/05/2023 10/01/2023 3,166.67 0.00 0.00 0.00 0.00 0.00 0.00 3,166.67 1,276.33 1,890.34 0.00 0.00 1,132,927.58 AMT FOR 10/23 PAYMENT 5,473.49 0.00 0.00 0.00 5,461.49 3,286.38 2,175.11 0.00 105 - CITY OF RALEIGH
N12 - CITY OF RALEIGH
101 - BOND 00
100000388710000161341000016134100000264110000026411000060043100005241710000524171000052417100000393010000030551000003055100000519610000051961000003953100000395310000029411000004478100000378210000037821000003018100000301810000030181000003018100000301810000038041000003804100000264810000026481000021449

ADAMS TONYA SANDERSON MONIQUE NANDERSON MONIQUE NBORMANN JENNYBORMANN JENNYCARRINGTON ANNIE MCHAVIS GWENDOLYN ANNCHAVIS GWENDOLYN ANNCHAVIS GWENDOLYN ANNCLEGG MARY RCORBETT ELIZABETH ACORBETT ELIZABETH ACOZART KIMBERLY TCOZART KIMBERLY TDUNSTON HARRIET DDUNSTON HARRIET DFISHER IV ELIJAHJIRJIS DINA SMOSS LORETTA GMOSS LORETTA GPARKER AVA LPARKER AVA LPARKER AVA LPARKER AVA LPARKER AVA LPIERCE SHELLY APIERCE SHELLY ASMITH CAROLSMITH CAROLWAKEFIELD AFFORDABLEHOUSING L #4..
- 163 -
CLIENT: 105 - CITY OF RALEIGH
GROUP: N12 - CITY OF RALEIGHPROJECT: 103 - BOND 96Report Date: 10/2023 Portfolio Status Report
Report Generated on: 11/17/2023

ACCOUNT
NO
LENDER
CODE

REFERENCE
ID

FIRST NAME MIDDLE
NAME

LAST NAME FULL NAME COLLECTION
STATUS

PRIORMONTH

ACCOUNT
STATUS

ACCOUNTSTATUS

ORIGINAL

BALANCE

LOANTYPE

ORIGINAL
TERMS

PAYMENTFREQUENCY

INTEREST
RATE

MATURITYDATE

FIRST DUE
DATE

NEXT DUE
DATE

PAYMENTAMOUNT

LASTPAYMENTDATE

INTERESTPAID DATE

YTDPRINCIPAL
PAID

YTDINTEREST
PAID

YTD LATE

CHARGES
PAID

YTDTAXESPAID

YTDINSURANCEPAID

PRINCIPAL

BALANCE

ESCROWBALANCE

ACCRUEDINTEREST

SECURITYSTATUS

COUNTY DESCRIPTION NOTE
DATE
CLOSE
DATE
1000002619 54HB1860 ELIZABETH SAYLOR SAYLOR

ELIZABETH
OPEN OPEN 30,000.00 PRNONLY MONTHLY 0.000% 06/01/2032 06/30/2002 01/01/2024 95.00 10/18/2023 10/18/2023 1,152.00 0.00 0.00 0.00 0.00 9,243.00 0.00 0.00 Wake 05/30/2002 1000002624 54HB1885 RONALD BATCHO BATCHO
RONALD
OPEN OPEN 30,000.00 PRNONLY MONTHLY 0.000% 11/01/2032 11/24/2002 11/01/2023 95.00 10/05/2023 10/05/2023 950.00 0.00 0.00 0.00 0.00 10,355.00 0.00 0.00 Wake 10/24/2002 1000003837 54HB9243 LORRAINE H SMITH SMITH

LORRAINE H
OPEN OPEN 14,700.00 PRNINT MONTHLY 4.000% 03/01/2031 02/28/2001 11/01/2023 77.59 10/10/2023 10/10/2023 576.79 199.11 6.20 0.00 0.00 5,654.56 0.00 18.85 Wake 01/31/2001 1000003870 54HB9258 ALETHEA WHITE WHITE

ALETHEA
OPEN OPEN 9,200.00 PRNINT MONTHLY 4.000% 05/01/2031 05/06/2001 04/01/2009 48.56 10/05/2023 10/04/2023 81.47 112.77 7.76 0.00 0.00 8,406.46 0.00 3,640.51 Wake 04/06/2001 1000003920 54HB9234 PAULETTE BURT BURT

PAULETTE
OPEN OPEN 16,359.00 PRNINT MONTHLY 4.000% 01/01/2031 01/21/2001 12/01/2023 86.35 10/04/2023 10/04/2023 690.45 209.55 0.00 0.00 0.00 5,905.40 0.00 0.00 Wake 12/21/2000 1000003943 54HB9236 IRENE P DAVIS DAVIS IRENE
P
OPEN OPEN 20,000.00 PRNINT MONTHLY 4.000% 01/01/2031 01/29/2001 12/01/2023 91.32 10/11/2023 10/11/2023 855.21 244.71 0.00 0.00 0.00 6,188.20 0.00 0.00 Wake 12/29/2000 1000003982 54HB9237 LAWRENCE HOLDEN HOLDEN

LAWRENCE
OPEN OPEN 19,300.00 PRNINT MONTHLY 4.000% 12/01/2030 12/15/2000 11/01/2023 101.87 10/20/2023 10/20/2023 791.00 253.00 0.00 0.00 0.00 7,151.99 0.00 23.84 Wake 11/15/2000 1000004280 54HB1405 SHIRLEY KELLY KELLY

SHIRLEY
OPEN OPEN 102,200.00 PRNINT MONTHLY 5.750% 11/01/2029 11/07/1999 10/01/2021 752.64 09/11/2023 09/11/2023 1,478.41 907.23 0.00 1,643.57 1,170.06 46,407.65 -8,678.42 5,176.21 Wake 10/07/1999 1000004284 54HB1383 BRENDA LAWSON LAWSON
BRENDA
LM:REMOVED;LMEVAL
OPEN OPEN 89,921.00 PRNINT MONTHLY 5.750% 03/01/2032 10/28/1999 06/01/2008 812.16 0.00 0.00 0.00 0.00 0.00 81,462.30 -2,762.56 57,406.99 Wake 09/28/1999 1000004285 54HB1411 SONJA MCMILLIAN MCMILLIAN
SONJA
OPEN OPEN 87,000.00 PRNINT MONTHLY 5.750% 11/01/2029 11/22/1999 11/01/2023 632.63 10/02/2023 10/02/2023 3,492.68 1,584.42 0.00 0.00 1,754.00 31,131.46 -2,740.81 149.17 Wake 10/22/1999 1000004289 54HB1419 BRENDA M BUIE BUIE BRENDA
M
OPEN OPEN 73,250.00 PRNINT MONTHLY 5.750% 12/01/2029 12/12/1999 11/01/2023 490.22 10/11/2023 10/10/2023 3,100.20 1,207.96 0.00 0.00 961.00 23,495.33 -1,440.62 112.58 Wake 11/12/1999 1000005431 54HB9260 PAMELA R CHAPMAN CHAPMAN

PAMELA R
OPEN OPEN 10,000.00 PRNINT MONTHLY 4.000% 10/01/2029 10/17/1999 05/01/2005 52.78 0.00 0.00 0.00 0.00 0.00 9,878.26 0.00 5,216.67 Wake 09/17/1999 1000005432 54HB9261 JOHN A EATON EATON JOHN
A
OPEN OPEN 7,275.00 PRNINT MONTHLY 4.000% 12/01/2030 01/01/2001 08/01/2007 38.40 10/11/2021 0.00 0.00 0.00 0.00 0.00 6,997.76 0.00 3,366.57 Wake 12/01/2000 509,205.00 13,168.21 4,718.75 13.96 1,643.57 3,885.06 252,277.37 -15,622.41 105 - CITY OF RALEIGH
N12 - CITY OF RALEIGH
103 - BOND 96
1000002619100000262410000038371000003870100000392010000039431000003982100000428010000042841000004285100000428910000054311000005432

ELIZABETH SAYLOR SAYLOR

ELIZABETH

RONALDLORRAINEALETHEAPAULETTEIRENELAWRENCESHIRLEYBRENDASONJABRENDAPAMELAJOHN

BATCHOSMITHWHITEBURTDAVISHOLDENKELLYLAWSONMCMILLIANBUIECHAPMAN

BATCHORONALDSMITHLORRAINE HWHITEALETHEABURTPAULETTEDAVIS IRENEPHOLDENLAWRENCEKELLYSHIRLEYLAWSONBRENDAMCMILLIANSONJABUIE BRENDAMCHAPMANPAMELA R

EATON EATON JOHN
A
WakeWakeWakeWakeWakeWakeWakeWakeWakeWakeWakeWakeWake
#4..
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Account No Reference Full Name Home Phone
Collection
Status
Account
Status Principal Balance
Accrued
Interest
Next Due
Date
Last Paid
Date
Interest Paid
To Date
Total Payment
Amount
Payment
Frequency
Days
Delinquent
No Of
Payments
Delinquent
Unpaid
Installment 1 to 29 DAYS 30 to 59 DAYS 60 to 89 DAYS 90 to 119 DAYS OVER 119 DAYS Street
Address City, St, Zip
1000111227 6921007656 GUSON MATTHE 4234881998 OPEN $660,839.45 $3,163.73 03/01/2022 02/02/2022 02/02/2022 $3,277.68 MONTHLY 30 1 $3,277.68 $3,277.68 $0.00 $0.00 $0.00 $0.00 WINTERVIEW LN 1000111949 6921007503 BEARD DALLAS 6159060109 OPEN $876,790.47 $4,380.16 03/01/2022 03/11/2022 02/22/2022 $4,246.68 MONTHLY 30 1 $4,246.68 $4,246.68 $0.00 $0.00 $0.00 $0.00CHELTENHAM AVE 4069000382 6900000382 LARUSSA DEBRA 2055311696 OPEN $352,654.25 $3,077.62 02/01/2022 01/31/2022 01/31/2022 $2,949.93 MONTHLY 58 2 $5,899.86 $2,949.93 $2,949.93 $0.00 $0.00 $0.00 WESTMINSTER LN 4069000383 6900000383 LARSON CELESTE2052536643 OPEN $448,720.74 $10,400.62 09/01/2021 03/16/2022 01/04/2022 $2,778.14 MONTHLY 211 7 $19,446.98 $2,778.14 $2,778.14 $2,778.14 $2,778.14 $8,334.4200 OVERLOOK RD 4069000391 6900000391 LEWIS DOUG 0000000000 OPEN $306,081.30 $1,144.66 03/01/2022 02/03/2022 02/03/2022 $3,259.64 MONTHLY 30 1 $3,259.64 $3,259.64 $0.00 $0.00 $0.00 $0.00WILLIAMSBURG CIR 4069000414 6900000414WAGNER HOWAR 9013141404 OPEN $82,114.55 $6,027.04 04/01/2020 11/18/2021 11/18/2021 $592.49 MONTHLY 729 24 $14,219.76 $592.49 $592.49 $592.49 $592.49 $11,849.8057 TECUMSEH ST 4069000542 6900000542 COOK EDWARD 7043614490 OPEN $113,730.15 $528.36 03/01/2022 03/10/2022 03/10/2022 $8,525.25 MONTHLY 30 1 $8,525.25 $8,525.25 $0.00 $0.00 $0.00 $0.00172 POLPIS RD 4069001065 6900001065 SPARKS SCOTT 7135618053 OPEN $232,684.11 $3,986.70 09/01/2021 03/30/2022 03/30/2022 $2,600.90 MONTHLY 211 7 $18,206.30 $2,600.90 $2,600.90 $2,600.90 $2,600.90 $7,802.706 LONG CROSS DR 4069001686 6900001686 LEWIS ALAN 2148083808 OPEN $431,185.78 $39,031.35 02/01/2020 01/27/2022 01/27/2022 $2,277.85 MONTHLY 789 26 $59,224.10 $2,277.85 $2,277.85 $2,277.85 $2,277.85 $50,112.70DAR CREEK CANYON DR4069001812 6900001812 ONZALES ESTEBA0000000000 OPEN $438,931.90 $4,517.05 02/01/2022 03/16/2022 03/16/2022 $3,915.14 MONTHLY 58 2 $7,830.28 $3,915.14 $3,915.14 $0.00 $0.00 $0.00 17 MIDWAY RD 4069001830 6900001830 GRIFFITH JOSEPH4692234549 OPEN $413,278.85 $2,752.21 03/01/2022 02/23/2022 02/22/2022 $3,791.51 MONTHLY 30 1 $3,791.51 $3,791.51 $0.00 $0.00 $0.00 $0.0020 CHANTILLY CT 4069001845 6900001845 LILES JOE 2058213776 OPEN $573,355.43 $5,721.33 02/01/2022 01/14/2022 01/14/2022 $4,307.96 MONTHLY 58 2 $8,615.92 $4,307.96 $4,307.96 $0.00 $0.00 $0.001 ASHLAND PL AVE 4069002230 6900002230 VETTERICK SCOT 4696331875 OPEN $441,598.26 $2,849.00 03/01/2022 02/28/2022 02/28/2022 $3,792.03 MONTHLY 30 1 $3,792.03 $3,792.03 $0.00 $0.00 $0.00 $0.00 789 MIRAGE LN 4069002338 6900002338 EESWARAN PRA 4847985162
BROKEN
REPAY PLAN OPEN $434,526.96 $8,376.50 11/01/2021 03/15/2022 03/07/2022 $2,275.95 MONTHLY 150 5 $11,379.75 $2,275.95 $2,275.95 $2,275.95 $2,275.95 $2,275.95539 ELK RUN RD 4069002948 6900002948 DUNLAP WILLIAM3039494259 OPEN $385,527.74 $3,607.02 02/01/2022 03/31/2022 03/31/2022 $2,796.85 MONTHLY 58 2 $5,593.70 $2,796.85 $2,796.85 $0.00 $0.00 $0.0067 GARDENIA CIR4069003079 6900003079 ARMOUR EMILY 2142324664 OPEN $239,328.86 $5,552.12 10/01/2021 01/18/2022 01/18/2022 $2,042.73 MONTHLY 181 6 $12,256.38 $2,042.73 $2,042.73 $2,042.73 $2,042.73 $4,085.46 12 TREMONT ST 4069190395 6919000395 TELL HARRINGT 4046422378
BROKEN
REPAY PLAN OPEN $165,960.47 $8,017.82 04/01/2021 03/01/2022 03/01/2022 $867.45 MONTHLY 364 12 $10,409.40 $867.45 $867.45 $867.45 $867.45 $6,939.60HAMILTON DAM TRL 4069197628 6919007628 AUR JOHNATHA 8066790916 OPEN $580,042.72 $3,622.16 03/01/2022 02/17/2022 02/17/2022 $5,443.97 MONTHLY 30 1 $5,443.97 $5,443.97 $0.00 $0.00 $0.00 $0.002 ABERDEEN PKWY 4069203204 6920003204 DERR GIDEON 7132486629 OPEN $635,235.82 $2,903.89 03/01/2022 02/01/2022 02/01/2022 $4,777.50 MONTHLY 30 1 $4,777.50 $4,777.50 $0.00 $0.00 $0.00 $0.00 816 W 37TH ST 4069211252 6921001252 HNEIDER MATTH 6159201496 REPAY PLN OPEN $740,533.71 $10,135.28 11/01/2021 01/03/2022 12/31/2021 $3,591.26 MONTHLY 150 5 $17,956.30 $3,591.26 $3,591.26 $3,591.26 $3,591.26 $3,591.2673 DONOVAN ST Total: $8,553,121.52 $68,110.91 108 $228,152.99 $68,110.91 $30,996.65 $17,026.77 $17,026.77 $94,991.89 AmeriNat
www.amerinatls.com
Delinquent Aging
As of: 03-2022
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Addendum to Proposal for
City of Modesto
Request for Proposals No. 2324-41 for
Loan Service Provider
PROPOSAL DUE DATE: JANUARY 16, 2024 at 11:00 A.M.

Addendum dated May 7, 2024

Micki Abel
VP of Business Development
217 S. Newton Ave.

Albert Lea, MN 56007
[email protected]
(319) 541-3689
www.amerinatls.com
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1 Multifamily Loan Review and Servicing
AmeriNat understands the Multifamily loan services sought by the City and has been providing similar services on comparable loans and programs for over four decades. AmeriNat’s scope of service has been developed and enhanced throughout this long history.

I. Credit Underwriting
A. AmeriNat will provide the lender with a credit underwriting analysis of the Developments or proposed Developments, as requested by the lender. The credit underwriting analysis of the Development will include a recommendation as to whether the requested loan amount is adequate and, in an amount, necessary for the financial feasibility and viability of each Development.

B. The process utilized by AmeriNat to underwrite all Developments will address, at a minimum, the factors outlined in items 1 through 14 below:

1. With respect to the Development team, AmeriNat will:
a. Evaluate due diligence related to applicant’s, the developer’s, general contractor’s, and the management company’s ability to successfully complete, stabilize and manage the proposed development.
b. Review developments constructed and/or currently owned by the applicant and its affiliates to determine that developments are in good financial standing and, where applicable, in compliance with applicable statutes, rules, and regulations. If it is identified by AmeriNat that the Applicant’s principals have other loans with the lender, or other lenders, that are out of compliance, in default or non-performing as determined by the lender, the loan recommendation will include a summary accordingly.
c. Evaluate the applicant’s, and guarantor’s, ability to support the proposed development, based on a review of their financial capacity, contingent liabilities, experience and stability.
d. Perform a credit analysis for principals, guarantors, general contractor, applicant, and general partner (i.e., credit reports, bank references, trade references, written financial statement analysis, tax returns, bank deposit verification, etc.). e. Review the qualifications of all third-party professionals including, but not limited to, the Applicant’s architect and engineer.
f. Verify and document that the architect/engineer has a valid license and carries Errors and Omissions insurance in an amount required under the lender’s credit policy. #4..
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2 g. Review the management agreement between the management company and the applicant to determine that the proposed development will be managed to comply with any required affordability restrictions and obtain a completely executed agreement prior to or at loan closing.
h. Verify and document the adequacy of the general contractor’s and borrower’s insurance policies pursuant to the lender’s credit policy.

2. With respect to the location of the Development, AmeriNat will:
a. Review available neighborhood information to identify the following:
i. Proximity to employment, job centers, transportation, shopping, schools, day care centers, hospitals, health clinics, parks, senior centers and any other applicable service establishment; and
ii. Type of neighborhood, including its appearance, growth or decline, and possible intrusion of commercial and industrial uses.
b. Perform a site analysis to include the Development’s:
i. Accessibility – ingress, egress, utilities, infrastructure and availability. ii. Topography.
iii. Zoning and land use requirements compared to the Development and verify conforming use and concurrency.
iv. Environmental aspects - Review of Phase I Environmental Report, and if necessary, a Phase II Environmental Report, Asbestos Survey and Lead-Based Paint Report.
v. Local Government approval of preliminary plans and specifications, as required.

3. With respect to the appraisal of the Development, AmeriNat will:
a. Review the appraiser’s qualifications and technical sufficiency including the verification of acceptable certifications and licenses. b. Review the appraisal’s valuation approach and provide an opinion as to the validity of the technique and value conclusion.
c. Review the appraisal to determine whether the value of the land and improvements to be acquired support the acquisition cost and that it conforms with the lender’s credit policy.
d. Review the value conclusions to confirm they ensure the feasibility of the development and support the proposed loan amount.
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3 4. With respect to the market study of the Development, AmeriNat will:
a. Review the qualifications of market consultants who complete a market study. b. Review and verify the market study report to make a recommendation as to whether the market exists to support both the demographic and income restriction set-asides and any fixed rents committed to.
c. Review the site for proximity to other market rate and affordable housing Developments, review the absorption rates, occupancy and vacancy levels in the market and the potential impact on the proposed Development and ensure it conforms with the lender’s credit policy.

5. With respect to the physical needs assessment for Developments that include rehabilitation activities, AmeriNat will:
a. Review the qualifications of the construction consultants who assesses the physical needs and provide a physical needs assessment.
b. Order the capital needs assessment to be completed by a qualified third-party provider in accordance with the lender’s credit policy. c. Review and verify the capital needs assessment report to make a recommendation as to the adequacy of its due diligence, its ability to address the Development’s capital needs appropriately, and that it was prepared in conformity with the lenders credit policy.

6. With respect to the plan and cost review AmeriNat will:
a. Review the qualifications of the construction consultant to ensure adequate experience to review the construction contract, plans and specifications and related due diligence to complete a plan and cost review that meets industry standards sufficient to make a commercial credit decision.
b. Order the plan and cost review to be completed by a qualified third-party provider in accordance with the lender’s credit policy.
c. Review and verify the plan and cost review to make a recommendation as to the adequacy of its due diligence, the adequacy and accuracy of its conclusions and whether or not it conforms with the lenders credit policy. d. Ensure the report concludes an appropriate reserve for replacements for developments being acquired and rehabilitated.
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4 7. With respect to the Development’s economic feasibility, AmeriNat will:
a. Collect term sheets, letters of intent or commitments to confirm the terms under which the borrower will receive all sources of equity and debt for the proposed development.
b. Review the agreement between the General Contractor and the Applicant for compliance with the lenders credit policy.
c. Review the sources and uses of funds to ensure conformity with the lender’s credit policy and confirm the following:
i. The construction costs are supported by the construction contract or other acceptable forms of support that comply with the lender’s credit policy. ii. Adequate support for substantive general development costs included in the development budget or otherwise confirm the costs are reasonable and in line with current market conditions.
iii. Adequate sources will be available to complete construction and pay all development costs.
d. The development budget concluded by underwriting will be used to complete a draw schedule and the terms of the equity and debt will be considered to ensure adequate interest is reserved during the construction period to pay interest until the development achieves sufficient revenue from rents to pay expenses and interest prior to conversion to permanent financing. The draw schedule will also confirm sufficient sources are available to pay development costs when incurred. e. Review the operating pro-forma to ensure conformity with the lender’s credit policy and confirm the following:
i. Revenue is based on achievable rents with appropriate considerations for concessions, vacancy and collection loss as supported by comparable market data.
ii. Expenses are supported by comparable market data and reserves for replacement comply with the recommendations in the physical needs assessment, as applicable
iii. Net operating income will cover debt service requirements at a debt service coverage ratio that complies with the lender’s credit policy #4..
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5 8. AmeriNat will perform an analysis of the Management Company to determine if their qualifications are acceptable to manage the proposed development.

9. On a monthly basis, AmeriNat will submit written reports providing an update on the status of each Development AmeriNat is in the process of underwriting. At a minimum, the report shall include: Development name, name of credit underwriter, fee status, receipt dates of appraisal and market study reports, date of latest draft, date of final or revised final report and a comment section.

10. AmeriNat will provide the credit underwriting report electronically.

11. A representative of AmeriNat will be present via phone or video conference when the final credit underwriting report is presented to the lender’s approving body.

12. Post underwriting approval and prior to closing, AmeriNat will review the proposed property insurance coverage for compliance with the lender’s credit policy, as applicable.

13. AmeriNat will review commitment letters and other appropriate legal documentation to ensure that the loan terms outlined in the credit underwriting report are incorporated into the loan documents.

14. AmeriNat will provide the lender with a letter at closing that indicates that all loan closing conditions listed in the credit underwriting report have been met. AmeriNat will also provide the lender with a dated and signed copy of approved sources and uses and a construction draw schedule.

II. Loan Boarding and Reconstruction
A. AmeriNat will board the lender’s portfolio via 1) a data tape completed by the lender or 2) by review of the existing reporting, loan histories and loan documents, including but not limited to, Promissory Notes, Loan Agreements, Mortgages, Subordination Agreements, etc.

1. AmeriNat will provide a data tape requesting all data necessary data to service the loan in accordance with agreed upon terms and the lender will complete the data tape for boarding.

2. AmeriNat will complete the data tape using existing reporting, loan histories and loan documents.

B. If sufficient reporting does not exist to determine the loans unpaid principal balance, accrued interest, payment terms, payment due and other necessary data points to board and service the loan AmeriNat can reconstruct the history with the following information.

1. As applicable, amount and date of disbursements made during construction

2. Promissory Note detailing the payment terms including the following:
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6 a. Interest rate
b. Accrual Method
c. Payment Due Date
d. Payment Application

3. Payment history providing date of each payment received to date

4. Reconstructed history approved by the lender will be used to board and service loan III. Loan Servicing
AmeriNat will perform the following for the Client’s existing portfolio and new loans originated by the Client:

A. Accrue interest in accordance with the accrual method required by the applicable loan document(s), apply payments to the loans as required by the applicable loan document(s), and maintain loan history from the time the loan is boarded by AmeriNat through payment in full or service release to the Client.

B. Send billing statements to Borrower’s monthly. For matured loans, the Client will advise AmeriNat how to bill the Borrower in writing.

C. AmeriNat will accept payments via mail, online card and ACH transactions initiated by the Borrower via AmeriNat’s website, wire, and via debit of a Borrower’s account via ACH with written authorization. Upon receipt of a payment from a Borrower, AmeriNat will apply the payment to the loan in accordance with the direction provided in the applicable loan document(s). The Client will direct AmeriNat in writing on how the payment should be applied if the loan document(s) do not provide adequate instructions or if partial payments are received. If the loan document(s) do not provide adequate instructions related to payment application, funds will remain in suspense until the Client provides written instructions to apply payment to the loan record. If a partial payment is received, funds will remain in suspense until Client provides written instructions to apply payment to the loan record or payment in full is received. In addition, if the loan is matured the Client will provide instructions regarding how a payment received post maturity should be applied. If payment is received for a matured loan, funds will remain in suspense until Client provides written instructions regarding how the payment should be applied.

D. Upon receipt of a notice of default and direction from the Client, AmeriNat will change the rate of interest to the applicable default rate and accrue interest on the loan at the default rate until the Client provides notice the default has been cured or otherwise directs AmeriNat accordingly in writing.

E. As directed by the client, AmeriNat will increase a loan(s) Unpaid Principal Balance (“UPB”) for advances made by the Client to a Borrower. Client will provide AmeriNat notice of an advance in #4..
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7 writing and include the date the advance was made to the Borrower as well as applicable terms agreed to that are not included in the existing loan document(s).

F. Contact Borrowers and pursue ACH enrollment at the direction of the Client and in conjunction with efforts by the Client related to Borrower ACH enrollment.

G. Obtain ACORDS confirming Hazard sufficient to cover the current UPB, ensure correct lender mortgagee and loss payee clauses and track effective dates and policy expiration H. Provide online portal access to Client and its Borrowers that includes industry standard reporting and loan histories.

I. Payments and loan related fees collected and applied to a loan during the prior month will be remitted monthly accompanied by cash reporting identifying payment application.

J. Client will perform collection efforts including, but not limited to, collection efforts applicable to past due payments, financial statements and other covenants required by the loan document(s).

K. Client is responsible for collateral perfection including, but not limited to, extending the expiration of UCC filings
L. Client will ensure the release of all liens related to a loan, as applicable.

IV. Cash Flow Analysis
AmeriNat will request financial statements from Borrowers in accordance with agreed upon terms.

Requests will be made via email and phone calls to the Borrowers. Two emails will be sent and two phone calls will be made to each Borrower requesting financial statements. Borrowers who fail to provide financial statements will be reported to the Client. Upon receipt of the Borrower’s annual financial statements, AmeriNat will perform the following:

A. Review financial statements for completeness.

B. Review the Promissory Note, Loan Agreement and Regulatory Agreement, as applicable, to determine the method cash flow is available to pay debt service C. Calculate cash flow available to pay debt service and present to Client for approval.

D. Prepare a billing statement and present to Borrower for payment.

E. Payments received will be applied to the Borrower’s loan in accordance with the terms of the Promissory Note and/or Loan Agreement.
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8 V. Reports
Access to account and portfolio data is available via the AmeriNat portal. Investors can view the information with various on-screen functionalities for sorting and filtering, as well as generate reports that can be downloaded into Excel, CSV, or PDF. Reports include the following:

1. Trial Balance: The report provides a complete accounting per loan of the total portfolio.

2. Cash Report: This report serves as reconciliation for the loan payments remitted by borrowers.

3. Delinquent Aging Report: This report reflects delinquent accounts at the 30, 60, 90, and over 90- day levels.
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9 Pricing Schedule
Credit Underwriting: $14,000 per credit
Boarding
a. Client provides data tape $200 per loan
b. AmeriNat constructs data tape $450 per loan
Loan Reconstruction $200 an hour
Loan Servicing: 25 basis points (applied to beginning of period principal balance) annually payable monthly
with a minimum monthly fee of $200 per loan.

Cash Flow Analysis: Included
Extraordinary Services: $200 an hour
Note: Pass-through (reimbursable) expenses, including but not limited to third party reports, site inspections during the construction phase, and other out of pocket costs necessary for performance of the scope of service tasks, will be paid for by the Borrower. In addition, returned check fees, check-by-phone fees, and duplicate statement fees not authorized in loan documents will be passed through to the City.

Pass-through (reimbursable) expenses not reimbursed monthly, will be considered servicer advances and will be subject to an interest charge at a rate of 1% per month compounded. A finance charge of 1% per month compounded will be applied to invoices outstanding and unpaid for more than 60 days.

Fees are subject to annual increases beginning January 1, 2025 based on the change in the national consumer price index, but no less than 3%.
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REQUEST FOR PROPOSALS # 2324-41

LOAN SERVICER
REQUEST FOR PROPOSALS (“RFP”) NO. 2324-41
FOR

LOAN SERVICE PROVIDER
PROPOSAL OPENING: January 16, 2024 at 11:00 A.M.

CITY OF MODESTO CONTACT: Leslie Danhoff, Administrative Analyst E-MAIL ADDRESS: [email protected]
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Table of Contents
NOTICE TO PROPOSERS ....................................................................... Error! Bookmark not defined.

CALENDAR OF EVENTS ........................................................................................................................ 3 CITY CONTACT ....................................................................................................................................... 3 PRECEDENCE ........................................................................................................................................... 3 VIRTUAL BID OPENING........................................................................ Error! Bookmark not defined.

GENERAL PROPOSAL REQUIREMENTS............................................................................................. 4 PROPOSAL SUBMITTAL CHECKLIST ................................................................................................. 8 PROPOSAL FORM A - RFP ACKNOWLEDGEMENT ...................................................................... 9 PROPOSAL FORM B – PROPOSER COMPANY INFORMATION ................................................ 12 PROPOSAL FORM C - PRICING SCHEDULE ................................................................................. 14 PROPOSAL FORM D – PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS ....... 16 PROPOSAL FORM E – PROPOSER CUSTOMER REFERENCES ................................................. 17 PROPOSAL FORM F - FINANCIAL INTEREST DISCLOSURE .................................................... 19 PROPOSAL FORM G - PROPOSER COMPANY HISTORY STATEMENT .................................. 21 PROPOSAL FORM H - PROPOSER FINANCIAL STATEMENTS ................................................. 22 PROPOSAL FORM I - ADDENDA ACKNOWLEDGEMENT ......................................................... 24 PROPOSAL FORM J – PROPOSER WARRANTY STATEMENTS ................................................ 25 PROPOSAL FORM K – PROPOSER EXPERIENCE AND CERTIFICATIONS ............................. 26 PROPOSAL FORM L - SUBCONTRACTOR LIST ........................................................................... 27 TECHNICAL SPECIFICATIONS AND REQUIREMENTS ................................................................. 28

1.1 SCOPE OF WORK: ........................................................................................................................ 28

1.2 REQUIRED LICENSES:................................................................................................................ 31 STANDARD AGREEMENT FOR CONSULTANT SERVICES ...................................................... 33 #4..
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CALENDAR OF EVENTS
Event Date
RFP Issued November 21, 2023
Written Questions Due via Email December 1, 2023
Addendum Issued (if required) December 20, 2023
Proposal Due Date & Time PRIOR 11:00 A.M. on Tuesday, January 16, 2024 Agreement Award Approximately March 2024

CITY CONTACT
All questions regarding these specifications, terms, and conditions shall be submitted in writing via email to the City’s contact named on the cover page of this RFP (“City Contact”) by the date listed in the CALENDER OF EVENTS above. The City will respond to questions through issuance of an Addendum to be available to all Proposers. All contact between Proposer and the City regarding the Proposal process shall be through the City Contact. Attempts by the Proposer to contact other City personnel regarding this RFP and associated process may result in disqualification of the Proposer.

Notwithstanding the foregoing, information intentionally or unintentionally provided by any person other than the City Contact may not be correct and will not be binding upon the City.

PROPOSER FAMILIARITY WITH SERVICE CONDITIONS
It is the responsibility of each Proposer to become familiar with all of the specifications, terms and conditions and the site condition (if applicable). The Proposer agrees to and acknowledges all RFP specifications, terms, and conditions and indicates the ability to perform by submission of a Proposal.

By the submission of a Proposal, the Proposer certifies that if awarded a contract it will make no claim against the City based upon ignorance of conditions or misunderstanding of the specifications.

PRECEDENCE
Proposer agrees that any agreement resulting from City’s acceptance of its Proposal, together with the terms in any City agreement and associated specifications provided by the City to Proposer therewith, shall comprise the entire agreement between City and Proposer. Moreover, Proposer agrees that any additional or contrary terms contained in Proposer’s acknowledgement, shall be null and void. #4..
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GENERAL PROPOSAL REQUIREMENTS
A. PROPOSAL SUBMITTAL: All proposals should be submitted electronically via email to [email protected]
B. CONFIDENTIAL PROPOSER INFORMATION: It is the responsibility of the Proposers to identify information in their Proposal submission that they may consider to be confidential under the California Public Records Act. To the extent that the City agrees with that designation, such information will be held in confidence whenever possible. All other information will be considered public.

C. PROPOSER COSTS INCURRED IN RESPONDING TO RFP: All costs associated with the preparation and submission of a Proposal shall be borne by the Proposer.

D. PROPOSER EXCEPTIONS: All exceptions taken to this RFP and associated specifications shall be specifically and clearly identified on Exceptions, Clarifications and Amendments form.

Failure to comply with this provision may deem the Proposal as non-responsive. Please review the Sample Agreement and make note on the Exceptions, Clarifications, and Amendments form for any changes. Exceptions taken shall not affect the overall performance and quality of equipment, materials and/or services required by the City. The Purchasing Manager or designated agent shall make the final decision regarding the acceptability of equipment, materials and/or services with exceptions.

E. CITY ACCEPTANCE/REJECTION OF IRREGULAR PROPOSALS: An agreement shall be awarded to the Proposer whose Proposal most closely satisfies the needs of the City and is deemed the most advantageous to the City. The City reserves the right to reject any or all Proposals or to waive any informalities or minor irregularities in a Proposal.

F. COMPLETE PROPOSAL DOCUMENT: The following forms constitute the makeup of a complete Proposal document and shall signed wherever indicated and be submitted to the City in the order listed:
• Proposal Form A – RFP Acknowledgement
• Proposal Form B – Proposer Company Information
• Proposal Form C - Pricing Schedule
• Proposal Form D - Proposer Exceptions, Clarifications, Amendments • Proposal Form E - Proposer Customer References
• Proposal Form F - Financial Interest Disclosure
• Proposal Form G - Proposer Company History Statement
• Proposal Form H – Proposer Financial Statements
• Proposal Form I – Addenda Acknowledgement
• Proposal Form J – Proposer Warranty Statements
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• Proposal Form K – Proposer Experience and Certifications • Proposal Form L - Subcontractor List (if applicable)
Failure to furnish any of these documents may result in disqualification.

G. COMPLIANCE/NON-COMPLIANCE: If Proposer cannot comply with a specification requirement in this RFP, note on the Exception, Clarifications, Amendments form of the specification paragraph, your exception, and your recommendation. The Purchasing Manager will evaluate your recommendation. If after evaluation it is determined that the Proposer is not in compliance with the specification, the Proposal may be rejected.

H. PROPOSED PRICING FORMAT:
• The cost of labor, equipment, fuel, licenses, bonds, permits, and insurance necessary to perform the required services shall be included in Proposal pricing, along with Proposer’s profit margin and any other cost factors.
• Unless otherwise stated, the Proposer agrees that, in the event of a price decline, the benefit of such lower pricing shall be extended to the City. • The City of Modesto shall not pay mileage charges or travel time from the Contractor’s place of business to the job site, or from site to site, or for the Contractor’s travel time to pick up materials.
• Proposer shall use the pricing schedule provided in this RFP to present Proposal pricing.

No other form or format shall be accepted. Proposal must be submitted on the Pricing Schedule provided. No alterations may be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on the Exception, Clarification, Amendments Form.

I. AWARD OF AGREEMENT:
• The City may award one or more agreements to one or more Proposer in order to provide for backup, or in case the “primary” contractor is unable to meet the City’s needs.

• The City reserves the right to decline to award any agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public agencies within the State of California or if the bids received fail to meet the City’s requirements.
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• The City reserves the right to select that Proposal, which best suits the City’s needs. Price is only one factor that will be considered by the City when awarding an agreement.

Regardless of City staff’s recommendation, the City Council reserves the right to award an agreement to the Proposer that best suits the City’s needs as determined by the City Council whether or not said award is consistent with City staff’s recommendation for award.
• The City will appoint a selection committee to evaluate each Proposer’s submitted Proposal. The City will evaluate Proposals on a 100-point scale based upon the following weighted scoring.

Evaluation Elements Scoring Method
Understanding of the Project’s
purpose and scope
Data Access for City and Client
with sufficient security protocols.

Project Management Plan
Experience and Qualifications
Proposer Customer Reference Calls
Experience and Qualifications
Total Maximum Points 100
J. INDEMNITY: Proposer, if awarded an agreement, will be required to hold the city, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgements or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Proposer, its agents, officers, employees, and volunteers relating to or during the performance of its obligations under this Proposal.

Contractor’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Proposal for Proposer to procure and maintain a policy of insurance. With reference to the foregoing, the parties agree that all risk of loss, including but not limited to damages, property losses and defense of third-party suits, arising out of or relation to the #4..
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operation of city-owned vehicles by Contractor’s employees is apportioned to Contractor in accordance with the provisions contained in indemnity.

K. PROPOSER REPRESENTATION: Proposer represents that:
• Proposer has had an opportunity to examine and has examined any and all of the documents, including specifications, any resultant contract and supporting data, and that it has, from the information contained in such documents, specifications, and data, fully acquainted itself with all conditions relevant to the work. • Proposer has made all reasonable investigations essential to a full understanding of the difficulties, which may be encountered in performing the work. • Proposer will complete the proposed services for the compensation stated in any resultant agreement.
• Proposer assumes full and complete responsibility for all conditions relevant to the proposed services and all risks in connection therewith. • Proposer represents that it is fully qualified to perform the proposed services in accordance with the terms of any resultant agreement within the time specified therein. #4..
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PROPOSAL SUBMITTAL CHECKLIST

PROPOSAL SUBMITTAL CHECKLIST
The Proposer shall provide a complete Proposal electronically as previously specified to [email protected] by the required deadline on the Proposal Opening Date. Failure to provide all the required documents may cause the Proposal to be considered non-responsive.

Proposer’s Proposal must contain the following applicable elements completed and signed wherever indicated and submitted as described more-fully herein. The following checklist is provided solely for Proposer’s use in reviewing the completeness of your submission:

COMPLETE PROPOSAL ELEMENTS √
Proposal Form A - RFP Acknowledgement
Proposal Form B – Proposer Company Information
Proposal Form C - Pricing Schedule
Proposal Form D – Proposer Exceptions, Clarifications, Amendments Proposal Form E – Proposer Customer References
Proposal Form F - Financial Interest Disclosure
Proposal Form G – Proposer Company History Statement
Proposal Form H – Proposer Financial Statements
Proposal Form I - Addenda Acknowledgement
Proposal Form J – Proposer Warranty Statements
Proposal Form K – Proposer Experience and Certifications Proposal Form L - Subcontractor List

Proposer’s submission should include all City of Modesto forms. If any form is not applicable, Proposer should write or type “Not Applicable” on it but still include the form in your submission.

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PROPOSAL FORM A - RFP ACKNOWLEDGEMENT
The City is soliciting Proposals from qualified firms (each a “Proposer” to fulfill the City’s requirements per the specifications, terms and conditions contained in this Request for Proposals (“RFP”). This Proposal Acknowledgement must be completed, signed by an authorized responsible officer or employee, dated and submitted with the Proposal response. Obligations assumed by such signature will include the following:

1. Failure to Submit Proposal: If you are not submitting a Proposal but want to remain on the mailing list and receive future Proposals, complete, sign and return this Proposal Acknowledgement and state the reason you are not pricing.

2. Taxes and Freight Charges: (a) Unless otherwise required and specified in the RFP, the prices quoted herein do not include Sales, Use or other taxes. (b) No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or for any other purpose, except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the Proposal. (c) Amount paid for transportation of property to the City is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping paper shows the consignee as the City; as such papers may be accepted by the carrier as proof of the exempt character of the shipment. (d) Articles sold to the City are exempt from certain Federal excise taxes. The City will furnish an exemption certificate.

3. Award: (a) Unless otherwise specified by the Proposer or the RFP gives notice of an all-or-none award, the City may accept any item or group of items of any Proposal. (b) Proposals are subject to acceptance by the City at any time within 90 days of opening, unless otherwise specified in the RFP.

A Proposer shall not change its Proposal within such time frame (c) A valid contract based on the sample agreement attached to the RFP and the Proposal shall be mailed, or otherwise furnished, to the successful Proposer within the time for acceptance specified, and such contract shall be a binding contract without further action by either party. The contract shall be interpreted, construed and given effect in all respects according to the laws of the State of California.

4. Patent Indemnity: Proposers who do business with the City shall hold the City, its officers, agents and employees, harmless from liability of any nature or kind, including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract or purchase order.

5. Samples: Samples of items, when required, shall be furnished free of expense to the City and if not destroyed by test may upon request (made when the sample is furnished), be returned at the Proposer’s expense.

6. Rights and Remedies of City’s for Default: (a) In the event any item furnished by the Proposer in the performance of the contract or purchase order should fail to conform to the specifications #4..
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therefore or to the sample submitted by the Proposer with its Proposal, the City may reject the same, and it shall thereupon become the duty of the Proposer to reclaim and remove the same forthwith, without expense to the City, and immediately to replace all such rejected items with others conforming to such specifications or samples; provided that should the Proposer fail, neglect or refuse so to do the City shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items and to deduct from any moneys due or that may there after come due to Proposer, or send an invoice to the Proposer which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the City. In the event that the Proposer fails to make prompt delivery as specified for any item, the same conditions as to the rights of the City to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. (b) Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Proposer. (c) The rights and remedies of the City provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract.

7. Payment Terms and Methods: Proposer will be able to choose from either of the following payment methods and associated timings:
(a) Option A (Preferred): City of Modesto ePay Payment: This secure payment methodology is preferred by an increasing number of the City’s suppliers. On Net 30-day timing, you will receive a single-use Master Card number with a detailed remittance for each payment. You will process the payment though your POS/Card terminal. The payment remittance will be sent from [email protected] via email and will contain the following information:
• 16-digit credit card number
• Expiration date
• Security code
• Total dollar amount of invoices to be paid
• Invoices reference numbers and corresponding amounts

ePay results in small percentage rebate of 1.0% to the City through the card issuer. That rebate amount will be considered by the City in its evaluation of Proposer’s pricing proposal hereunder. Information about enrolling in MasterCard ePay program can be obtained from the City’s contact listed on the Cover Page of this RFP.
(b) Option B – Manual Check: On Net 45 Day timing, the City will mail a hardcopy check to Bidder. The payment will be deemed to have been made when the check envelope is mailed via US Postal Service First Class Mail. The timing of the mailing will be at the end of the Net 45 Day period. Additional time should be estimated by the Bidder for the check to be in transit, and to await deposit and clearance by Bidder staff. #4..
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8. California Government Code Section 4552: In submitting a Proposal to a public purchasing body, the Proposer offers and agrees that if the Proposal is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the Proposer for sale to the purchasing body pursuant to the Proposal. Such assignment shall be made and become effective at the time the purchasing body tender’s final payment to the Proposer.

9. No Guarantee or Warranty: The City makes no guarantee or warranty as to the condition, completeness or safety of any material or equipment that may be traded in under a contract or purchase order resulting from this Proposal.

10. Minor Irregularities. The City reserves the right, in its sole discretion, to waive any informalities or minor irregularities in a Proposal.

THE undersigned acknowledges receipt of the referenced RFP and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the Proposer indicated in Proposer’s Proposal Forms A through L, attached hereto and made a part hereof, for the pricing proposed on the Pricing Schedule.

Proposer Company Name:

Proposer Headquarters Address:

City/State/Zip:

Signature/Title/Date:
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12 PROPOSAL FORM B – PROPOSER COMPANY INFORMATION
A. Proposer Company Full
Legal Name
B. Proposer Company
Marketplace (or DBA)
Name
C. Type of Legal Entity: ___ Corporation, registered in ____________________ (State) ___ Limited Liability Company, registered in _________________(State) ___ Partnership, registered in ________________(State)
___ Sole Proprietorship, registered in ____________(State) ___ Other ___________________________________________(Describe) D. Headquarters Address
(Street Address, City,
State, Country, Postal
Code):

E. Website Address: www.___________
F. Contact Person Details: Name:

Title:

Phone (Office):

Phone (Mobile):

Mailing Address (Street Address, City, State, Postal Code):

Fax Number:

Email:

G. Federal Taxpayer
Identification Number
(TIN):

H. Dun & Bradstreet
(DUNS) Number:

I. Names and Titles of
Top Three Proposer
Officers:

J. Years in Business:

K. Proposer Office
Address Closest to City
of Modesto (Street
Address, City, State,
Country, Postal Code):

L. City of Modesto
Business License
Number (note –
provide only if
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13 available now - - but
not required until any
contract begins):

M Unique entity identifier
issued by
www.sam.gov
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14 PROPOSAL FORM C - PRICING SCHEDULE
All labor, materials, equipment, tools, fuel, licenses, bonds, insurance and other expenses necessary for Proposer to perform the required services shall be included in Proposal pricing. Proposal must be submitted on the below Pricing Schedule provided. No alterations should be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on Proposal Form D – Exceptions, Clarifications, Amendments.

Activity Description Price Per Service
Contract Origination, Investor
Setup and Conversion
Contract origination, Set up investor
structure and conversion of loans
New Loan Setup Loan Boarded to servicing system and
quality control review and welcome letter
Standard Servicing Activities
Amortized Loans
Payment processing, billing notices,
customer service, client reporting,
Standard Servicing Activities
Deferred Loans
Payment processing, billing notices,
customer service, client reporting,
Collection Activity -Early Collection work for past due loans 15- 60 days past due
Collection Activity -Late Collection work for past due loans 60+ days past due
Mortgage/Deed of Trust
Satisfaction Preparation
Create mortgage/deed of trust satisfaction
Subordination Preparation Prepare and review subordination Escrow Management Maintain escrow accounts, pay taxes
and/or insurance
Real Estate Tax Monitoring Verification of taxes if no escrow required
Insurance Monitoring Verification of insurance if no escrow required
Final /Special Processing
Transaction
For Charge-off, foreclosure, Paid off
Loans
Occupancy/Homestead
Verification
Complete verification to determine if
borrower still living in home if required
per program loan documents
Special Report Programming Special report creation not included in standard report package
Special Reporting
Distribution
Monthly maintenance for special reports
created for distribution
Special Project work Special requests, such as assistance in audit preparation, special mailings etc…
Non-Standard Servicing
Activities
Any additional activities required for
servicing a loan not specified in contract.

De-Conversion De-convert loans from servicing system
Default Management Example of activities: Repayment plan, #4..
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15 Forbearance, Deferment, Extension
Total Items: $__________________/Total
Additional Services: (Describe ????), $_____________________________________/UOM (If Applicable)
Payment Terms:

Check which of the following payment terms/methodology Proposer accepts (a description of each can be found in Proposal Form A – RFP Acknowledgement):

Choose One:
• Option A (Preferred): City of Modesto ePay Payment on Net 30 Day Timing: ___ Choose by checking (√) here. If selected, for bid comparison purposes, Proposer’s pricing will be reduced by the City of Modesto’s average ePay card program rebate percentage; or ePay Email Address: ______________________________
• Manual Check Payment Mailed by US Postal Service First Class Mail Only on Net 45 Day Timing:
___ Choose by checking (√) here.

THE undersigned acknowledges receipt of the referenced RFP and any associated Addenda and offers to furnish the articles and/or services specified, in accordance with the specifications, terms and conditions of this RFP and these Proposal documents, for the pricing indicated on the Pricing Schedule.

Proposer Company Name:

Name of Proposer Signatory:

Signature of Proposer Representative:
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16 PROPOSAL FORM D – PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS Exceptions to the City of Modesto’s RFP package, sample agreement, and associate specifications are not encouraged and may cause Proposer to be considered responsible and/or its Proposal to be considered not responsive. Therefore, if no exceptions, clarifications or amendments are proposed by Proposer, it is preferred that Proposer so indicate by typing or writing “Not Applicable” in the Description field in the first item row below. Less preferred, Proposer may indicate no exceptions, clarifications or amendments are proposed by leaving this form out of its’ Proposal submission.

Nonetheless, Proposer may request Proposal clarifications and exceptions below, if any, sign and submit with your Proposal response. Any requested exception, clarification or amendment may not be accepted and may deem the Proposer as non-responsive.

Item # Reference To: Description
Page # Section or
Paragraph #
Proposer Company Name:

Name of Proposer Signatory:

Signature of Proposer Representative:
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17 PROPOSAL FORM E – PROPOSER CUSTOMER REFERENCES
Proposer shall provide a list of five current or former customers able to discuss prior experience with similar type of services requested by the City in the above-referenced RFP. Proposer’s references shall have similar volume and requirements to the City of Modesto’s as described in the above-referenced RFP. Proposers failing to provide references may be deemed as non-responsive.

The City may contact some or all of the references provided in order to determine the Proposer’s performance record on services similar to that described in the above-referenced RFP. The City reserves the right to contact references other than those provided in Proposer’s submission and to use the information gained from them in the award process.

Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
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18 Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
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19 PROPOSAL FORM F - FINANCIAL INTEREST DISCLOSURE
Any contract award to result from this RFP process and Proposer’s submission of a Proposal therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Proposer until all persons with a direct or indirect financial interest of greater than $2,000 in the Proposer are identified by name.

Proposer must therefore complete this Proposal Form F – Financial Interest Disclosure, listing by name all parties that have a material financial interest in the agreement, contract or development right.

PLEASE NOTE, any Council action that requires a Financial Interest Disclosure cannot be considered by the City Council until the required reporting is made. That means that City Council agenda items without the disclosure will be removed from the Council agenda.

Financial Interest Disclosure to City of Modesto
Proposer shall identify any person with a financial interest in the Proposer by name, below.

For the purposes of this disclosure, a “Financial Interest” shall have the meaning contained in Modesto Municipal Code section 2-10.02.

Persons having an aggregate economic interest in the Proposer less than two thousand dollars ($2,000.00) at all times prior to final Council action of the proposed contract are not required to be listed on the Financial Interest Disclosure.

Notwithstanding the foregoing, a Financial Interest Disclosure is not required for a Proposer meeting the financial criteria for listing on the New York or the Pacific Stock exchanges unless it is reasonably foreseeable that a City Council decision will increase or decrease that entity's gross revenues or expenses by one million dollars ($1,000,000) or more and the requirements of Modesto Municipal Code Section 2-

10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Proposer is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.

Print Names of Persons Having a Financial Interest in Proposer Receiving this Agreement:
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20 First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
By signing this document, I agree to the information contained within.

Proposer Company Name:

Name of Proposer Signatory:

Signature of Proposer Representative:
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21 PROPOSAL FORM G - PROPOSER COMPANY HISTORY STATEMENT Company History Statement - Proposer shall have been in business for a minimum of three continuous years (immediately prior to the time of the City’s solicitation) providing the services described in this Invitation for Proposals (RFP).

The Proposer’s company history overview statement shall be approximately one to three pages in length and inserted below:

Proposer Company Legal Name: Insert Proposer Logo Here (if existent):

Insert Proposer Company History Overview Statement Beginning Here:
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22 PROPOSAL FORM H - PROPOSER FINANCIAL STATEMENTS
Minimum Qualifications are mandatory for proposal consideration, and at a minimum shall include the following:

Financial Stability:

City staff will request financial statements from the proposer whose proposal is determined to best meet the City’s needs, as determined by the selection committee. Within two (2) business days of City request, proposer shall provide a copy of their company’s most recent professionally prepared Financial Statements (Income Statement and Balance Sheet). These statements, if un-audited, shall be accompanied by a cover letter that states the name and title of the preparer, the basis of the financial statement presentation (cash or accrual) and whether these statements have been prepared in accordance with Generally Accepted Accounting Principles for the most recent fiscal year end of the proposer. Audited financial statements shall be submitted in their entirety, including the auditor’s opinion and notes to the financial statements.

A separate document shall be provided and signed under penalty of perjury by the proposer’s financial officer or owner that explains the proposer’s inability to provide statements for a fiscal period that ended at least eight (8) months before the required date of submittal, if such inability exists.

One complete set of Financial Statements shall be submitted within two (2) business days of City request.

Financial Statements, whether delivered via email, by an employee of the proposer, U.S. Postal Service, courier or package delivery service must be received by the City of Modesto, Purchasing Division within two (2) business days of request. Financial statements delivered via email should be sent to Buyer’s email.

If sent via email, proposer is encouraged to follow-up with a phone call to Buyer’s Name at (209)XXXXXXX, to confirm receipt. Failure of proposer to provide requested documents within two (2) business days, may disqualify proposer from further consideration. The City of Modesto assumes no responsibility for delay in the delivery of the Financial Statements to the City.

CITY OF MODESTO, PURCHASING DIVISION
1010 10TH STREET, SUITE 5300
ATTN: BUYER
PROJECT NAME AND #
MODESTO, CA 95354
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23 By signing this document, I confirm that I understand the financial statement requirements as set forth above.

Proposer Company Name:

Name of Proposer Signatory:

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24 PROPOSAL FORM I - ADDENDA ACKNOWLEDGEMENT
In order to obtain any addenda information, throughout the RFP period, Proposer is responsible for regularly checking the City of Modesto’s Planet Proposal website at https://pbsystem.planetbids.com/portal/14999/bo/bosearch for the RFP number listed on the Cover Page and in the header of each subsequent page of this RFP, and in any event, no later than the day prior to Proposal opening.. The changes identified in any addenda issued will modify this RFP and specifications. The addenda now become a part of this RFP and Proposer’s resultant Proposal. Signing the Proposal on the signature portion thereof, the Proposer is acknowledging that the Proposer has confirmed that it has received all addenda issued for RFP, and has included costs for such in the Proposal submitted. Failure to list and acknowledge all addenda numbers may cause Proposer’s Proposal to be considered nonresponsive.

Do not attach any of the addenda to this sheet nor include them with the Proposal.

If no addenda have been issued against this RFP solicitation, Proposer may write “Not Applicable” and return this Proposal Form as part of its submission. Alternatively, Proposer may leave this Proposal Form out of its submission.

But if any addenda have been issued by the City of Modesto this document is required to be completed and returned.

The Proposal is submitted with respect to the changes to the RFP included in addenda numbers:

List All Addenda Numbers, Separated by Commas
(“,”):

Proposer Company Name:
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25 PROPOSAL FORM J – PROPOSER WARRANTY STATEMENTS
As a material part of its Proposal, Proposer shall insert below a written statement detailing any materials and workmanship warranties, term and conditions in conformance with the specifications and requirements set forth in this RFP.

Notwithstanding any other provisions of this RFP, Proposer warrants that the materials, supplies, or other services furnished under any contract or purchase order resulting from its Proposal shall be on the most suitable grade and meet or exceed the standards set forth in this RFP. Such warranty shall include the following; performance, workmanship, labor, materials, and Proposer design or engineering contributions. If a defect is discovered in any item of the materials, assemblies, components, supplies or services covered in this Proposal, Proposer shall correct at its sole expense, all such defects as are reported within 30 days of City’s final acceptance. Upon expiration of the applicable warranty period, all such liability shall terminate except for fraud or such gross mistakes as amount to fraud, latent defects, or specific failure to comply with the terms or any resultant purchase order.

All materials, parts, labor, assemblies and components shall by subject to the warranty conditions and terms unless specifically exempted in writing by the City of Modesto.

Proposer Company Legal Name: Insert Proposer Logo Here (if existent):

Insert Proposer Warranty Statement Beginning Here:
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26 PROPOSAL FORM K – PROPOSER EXPERIENCE AND CERTIFICATIONS Proposer shall provide below a summary covering the following:

A. Experience: The Contractor and its employees directly involved in providing inspections, services and repairs shall have a minimum of three years’ experience providing the types of services requested in this RFP:
i. Identify key personnel and their position within your organization. ii. Provide a biographical summary or resume detailing the experience, level of expertise and qualifications of the key individuals providing the types of services requested herein. iii. If you plan to subcontract work, you must also indicate in Proposal Form L – Subcontractor List the name and address of each firm and the type of work or tasks the subcontractor will perform. Identify key personnel assigned to the project, their position, qualifications and representative experience.

B. Certifications: Proposer shall provide copies of all relevant certifications held for both company and any individuals required to perform the services requested herein. Certifications shall include (???????).

A. (Other ????)

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27 PROPOSAL FORM L - SUBCONTRACTOR LIST
Proposer shall list the name and the address of the place of business for each subcontractor who will perform work or labor or render services to the Proposer. In addition, list the type of work the subcontractor will perform, and; (if applicable) its Department of Industrial Relations (DIR) registration number and its California Contractor’s license number:

Name of
Subcontractor
Address Type of Work Contractor
License # (if any)
DIR
Registration #
(if any)
Proposer Company Name:
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28 TECHNICAL SPECIFICATIONS AND REQUIREMENTS

1.1 SCOPE OF WORK:Project Summary
The work of the Community Development Division involves receipt of federal entitlement allocations from the U.S. Department of Housing and Urban Development (HUD) and State of California Housing and Community Development (HCD). The City’s loan portfolio supports affordable housing activities through the provision of loans and grants under a variety of affordable housing programs. The loan portfolio funding sources include, but are not limited to, the following:
• Community Development Block Grant Funds (CDBG)
• HOME Investment Partnership Funds (HOME)
• Permanent Local Housing Allocation (PLHA)
• Revolving Loan Fund (RLF)
• Successor Agency formerly Redevelopment Agency Funds
• Neighborhood Stabilization Program Funds (NSP)
Loan Portfolio Servicing:

These funding allocations are used to administer loans under a variety of affordable housing loan programs. The City’s existing portfolio (including all loan categories identified) totals 285 loans. This number represents active loans (including bankruptcies and delinquencies) that are currently being serviced externally. These loan terms are deferred, forgivable, residual receipts, or amortized and many include prepayment equity recapture provisions. A further breakdown is below:

Loan Portfolio Type Loan Count Sum of
Principal
CDBG Residential 143 $2,650,426
CDBG Commercial 16 $2,610,261
HOME – Commercial 25 $10,476,345
HOME – Residential 25 $2,878,221
PLHA 2 $700,000
Redevelopment 6 $1,761,000
NSP 69 $6,980,880
Total 286 $28,085,133
This RFP seeks services for a distinct task for Loan Portfolio Servicing. Outlined below is the scope of services that the City of Modesto is requesting candidates to provide.

Loan Portfolio Servicing
The Community Development Division is soliciting proposals for Loan Portfolio Servicing. The goal of this project is to encourage and assist low- and moderate-income borrowers to keep their loans current, assist those borrowers who have fallen behind due to hardships, to maintain effective management of the loan portfolio, and ultimately, to maintain low portfolio delinquency rates. #4..
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29 The work will include, but not be limited to, the following services:
• Monthly Servicing
• Collections
• Delinquency Counseling, Repayment Plans, Loan Modifications and Forbearance Evaluations • Technical Assistance
• New Loan Set-Ups, Loan Revisions and Loan Payoffs
• Foreclosure Services
• Bankruptcy Tracking
• Record Maintenance
• Imaged Documents
The contractor will be expected to perform the following tasks:

1. Monthly Servicing
a) Provide diligent and customary loan service functions. b) Maintain a complete and accurate account of the borrower’s accounts and properly apply all sums collected from the borrower or through the partnering primary lending bank. c) Remint all payments received with respect to each loan to the City, on or before five (5) business days from the 20th of each month, the total receipt of all principals and/or interest payments paid by the borrower per the payment requirements documented within the promissory note. d) Provide default and delinquency monitoring.
e) Inspect and notify the City of all defaults and events of defaults by the borrower of which the contractor is aware. This may include sale, transfer, loss and/or damage to collateral used to secure loan, failure to provide adequate insurance coverage of financed property, borrower’s misuse of financed property, and/or other violations by a borrower of his/her/their obligations under the executed loan documents.
f) Keep all records in connection with the loans at the contractor’s place of business and available, within one (1) business day notice, for inspection during regular business hours, by City representatives, or other examiners/persons lawfully and appropriately authorized by the City or other governmental authorities.
g) Provide automatic payment and pay by phone options to borrowers. h) Provide insurance monitoring and owner occupancy monitoring for residential loans. i) Provide tax monitoring.
j) Report loans to no fewer than three (3) credit bureaus and respond to any disputed credit reports filed by borrowers.
k) Provide monthly reports delivered on the day of, or before, the transfer of total receipts that are remitted to the City. The report must detail amounts received by individual account and totals by program. Provide samples of these monthly reports.
l) Provide monthly statements that would be sent to borrowers, as well as standard letters and communication. Provide samples of these monthly statements. #4..
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30 2. Collections
a) Take all customary and appropriate action to collect all loans when due monthly. b) Create delinquent/default letters, including demand letters to each borrower who is 15, 30, 45, 60 and 90 days past due, and a list of letter recipients to be sent to the City, see address below. c) Make telephone calls to residential and developer loans beginning at 30 days delinquent and for economic/commercial loans, calls will be made at 15-, 30- and 45-days delinquent. d) Submit confirmation letters to follow up telephone calls and submitted to an approved encryption portal for retrieval.
e) For All Residential and Developer Loans Only: Upon the expiration of the 90-day demand letter the Contractor will contact the City for approval to move forward with further legal collection activities, including foreclosure. Copies of correspondence should be submitted to an approved encryption portal for retrieval.

3. Delinquency Counseling, Repayment Plans, Loan Modifications and Forbearance Evaluations a) Work with borrowers to evaluate their financial situation, including budget and credit counseling, to formulate repayment plans or recommend loan modifications for borrowers more than ninety (90) days past due.
b) Work with borrowers to implement repayment plans for past due payments, generally no more than ninety (90) days past due and/or able to be brought current within 6-12 months. Send copies of letter agreements with borrowers to the City.
c) Prepare Forbearance Evaluations and work with borrowers who have encountered hardships to recommend loan modification actions.

4. Technical Assistance
a) Provide assistance to Community Development Department staff relative to current lending practices, policies and procedures which may be used in the development or modification of the City’s existing and future loan programs.

5. New Loan Set Ups, Loan Revisions and Loan Payoffs
a) From receipt of new loan information from the City, set-up of new loans should take no longer than ten (10) business days. Borrower shall be mailed a Welcome Letter and schedule of payment or coupon book within this time frame.
b) Upon request of the City, loan revisions of existing loans should be updated within one (1) business day.
c) Respond to payoff quote requests in a timely manner within one (1) business day.

6. Foreclosure Services
a) If the City consents to the initiation and completion of foreclosure on all collateral, including real and personal property, unless the City Manager or his/her designee has agreed otherwise, the servicing contractor shall notify the City at least fifteen (15) days before the filing of a petition to initiate any special proceeding. The City shall have the right to approve the attorney chosen by contractor to represent the City, which approval shall not be unreasonably withheld. With respect to #4..
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31 collection, the City will be responsible for filing, service fees and other costs for which the beneficiary is customarily responsible.

7. Bankruptcy Tracking
a) Track Chapter 7 and Chapter 13 Bankruptcy Filings.
b) Upon request of the City, file Proof of Claim or Reaffirmation Agreement. c) Track pre- and post-petition payments and any other related tasks.

8. Record Maintenance
a) Maintain all records per the required record management policy to be approved by the City. b) Electronic file access must be maintained per the required record management to be approved by the City.

9. Imaged Documents
a) All documents shall be imaged and accessible to the City at all times.

10. Other Needs and Requirements
a) The City will make payments based on a fee-for-service basis. Each billing must consist of an invoice and monthly activity summary with back-up documentation. No payment will be made until staff has approved the invoice.

11. Initial Transition Timeline
a) Once awarded and agreements approved by Council, The transitioning data and effective usage for the clients within 90 days.

12. Loan Transfer
a) In the event the City requires the Contractor to transition loans back to the City or to another Servicer, the Contractor will gather and package all loan files (hard-copy and/or electronic copy) for shipment within 90 days from the date of written notice. The Contractor will work with the City’s staff to electronically transmit servicing data in an agreed upon format.

1.2 REQUIRED LICENSES:

Prior to beginning any service that shall be furnished under this specification, the Proposer shall secure the appropriate Business/Delivery license from the City of Modesto. Business/Delivery license information may be obtained by calling (209) 577-5389 or emailing [email protected]. The successful Proposer shall maintain a City of Modesto business license for the duration of the agreement.

1.3 TERM OF AGREEMENT:

The term of the agreement shall be for a period of two-years with three (3) one-year extension options at the sole discretion of City, for a total of three (5) years.

A. Pricing shall remain firm for the first two years of any contract, which may be awarded pursuant to this RFP.
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REQUEST FOR PROPOSALS # 2324-41

LOAN SERVICER
32 B. Price increases for subsequent contract years three, four, and five, shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one contract year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by Contractor(s) in writing, sixty (60) days prior to the annual anniversary date of the contract to be effective for the subsequent year. #4..
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33 STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 202X, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and (CONSULTANT), a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that an should be prepared for the City to .

B. Consultant represents that it is qualified, willing and able to provide the services to prepare said document(s).

NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "Project".

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

City hereby gives Consultant notice to proceed with the preparation of the Project, as of the Effective Date of this agreement. Consultant shall diligently proceed with the completion of the Project within the time period set forth in Exhibit "A".
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34 3. COMPENSATION.

Consultant agrees to accept a sum not to exceed $__________ (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" , except that additional services may be compensated as described below.

The Compensation shall be paid pursuant in the manner and at the times set forth below:

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto. Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any reimbursable expenses paid by Consultant and identified in Exhibit “B” or approved by the City in writing.

City shall pay Consultant [TO BE DETERMINED BY RFQ RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”.]

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that #4..
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35 percent ( %) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, and may be used by City as it may require without any additional cost to City. No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City.

Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use.

All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Consultant after termination of this Agreement without written consent of the City.

7. NEWS AND INFORMATION RELEASE.

Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from the City Manager. #4..
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36 8. CONFLICT OF INTEREST.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov. Code § 81000 et seq), for the Consultant in the performance of this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

9. AMENDMENTS.

This Agreement, including the Exhibits attached hereto, may be amended only by a writing signed by both Parties. City will not be responsible to pay any charges Consultant may incur in performing services not identified in Exhibit ‘A’ unless first authorized by the City in writing

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Except as City may specify in writing, Consultant has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to exercise any rights or power vested in the City. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine and control the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this #4..
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37 Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever. It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned, other than noted in Exhibit ‘A’, without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, Consultant shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. Consultant shall furnish a warranty of such right to use to City at the request of City.

13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon delivery provided that such are delivered in accordance with the provisions of this Section.

Notices shall be delivered either by: (a) personal delivery; (b) overnight courier service which obtains #4..
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38 confirmation of delivery; or (c) certified mail, return receipt requested, if delivery is confirmed by a return receipt; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name:

Address:

Attention:

Phone: ( )
Facsimile: ( )
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention:

Phone: (209)
Facsimile: (209)

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City via PINS Advantage Insurance Program, for all of the following stated insurance policies.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days’ notice of the cancellation on the policies of insurance required hereunder (10 days’ notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional #4..
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39 insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled.
(a) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(b) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(c) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the #4..
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40 Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies. In addition, CONSULTANT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number.

For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

15. TERMINATION OF AGREEMENT.

Termination for Default
In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance.

Within 10 days after receipt of notification, the breaching party shall correct any non-performance to the #4..
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41 reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

Termination by City for Convenience
City may cancel this Agreement at any time, with or without cause, upon written notification to Consultant.

Post-Termination Procedure
Upon receipt of a written notice of termination, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated;
c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of City; f. Complete performance of such part of the Project as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the City for #4..
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42 the protection and preservation of the Project and/or property related to the Project;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project.
i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

City will pay Consultant for work actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials; b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

16. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or #4..
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43 indirectly out of any negligent or intentional act or omission of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement.

Consultant's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Consultant to procure and maintain a policy of insurance.

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

17. DISPUTE RESOLUTION.

Venue for all claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

18. ATTORNEYS’ FEES.

If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

19. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. #4..
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44 20. PARTIAL INVALIDITY.

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

21. WAIVER.

The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

22. AUDIT.

The City's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Consultant's charges to City under this Agreement.

Consultant agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for Consultant services. City's representative shall have the right to reproduce any of the aforesaid documents.

23. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.

24. HEADINGS NOT CONTROLLING.

Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

25. COMPLIANCE WITH LAWS.

Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws. Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits. #4..
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45 26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license. #4..
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46 IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 202X- , adopted by the Council of the City of Modesto on the day of , 202X, and (CONSULTANT) has caused this agreement to be duly executed in duplicate as of the Effective Date.

CITY OF MODESTO, (CONSULTANT),
a municipal corporation a California corporation*
By ___________________________ By ________________________________ JOSEPH P. LOPEZ, City Manager Name Title
By ________________________________
Name Title
ATTEST: (Seal)
By ___________________________
DIANE NAYARES-PEREZ, CMC, City Clerk
Consultant’s Federal ID #______________
APPROVED AS TO FORM:

By ________________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

By ________________________________
JOE F. RODRIGUEZ, Risk Manager
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1 December 20, 2023
ADDENDUM NO. 1
REQUEST FOR PROPOSALS NO. 2324-41
FOR

LOAN SERVICE PROVIDER
The following web site contains the complete bid package: http://www.modestogov.com/257/Contracting-BidOpportunities Bidders who do not have the complete bid package are encouraged to download the package from the City’s web site.

This Addendum addresses questions received by written submission:

Q. How many loans have residual receipt analysis?
A. Approximately 15 loans have residual receipts.

Q. How many loans have prepayment equity recapture provisions? A. Approximately 70 loans have prepayment equity recapture provisions.

Q. Please provide the number of amortized, deferred/forgiven loans in each loan type category.

A. Approximately 130 loans amortized and approximately 175 loans fall under deferred and/or forgiven categories.

Q. Please provide a delinquency report per loan type showing the number of loans in each 30, 60, 90+ day categories.

A. This information is not available at this time.

Q. What LOS system does the City use?
A. The City of Modesto does not utilize an LOS system.

Q. Are the loan files already imaged/digitized?
A. All loan files for this RFP are already digitized or will be prior to servicer selection.

Q. It looks like there is just monitoring of taxes and insurance, not escrowing, correct? If escrowing is required, what is the amount of escrowed advanced as of last month? A. Monitoring only requires that taxes and insurance are to be current. The City of Modesto does not set up escrow accounts for the payment of taxes or insurance as part of our loan programs. #4..
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2 Q. On proposal Form K, A., “The Contractor and its employees directly involved in providing inspections, services and repairs shall have a minimum of three years’ experience providing the types of services requested in this RFP”, please describe what functions are required to perform the ‘inspections, services and repairs’ as that isn’t listed in the scope of work, other than work.

A. Proposal Form K should read: “The Contractor and its employees shall have a minimum of three years’ experience in providing the services requested in this RFP.” Q. On Proposal Form K, do you have more to add or clarify on these items? a. “B. Certifications: Proposer shall provide copies of all relevant certifications held for both company and any individuals required to perform the services requested herein. Certifications shall include (???????)”
b. A. (Other ????)
A. Please include any relevant certifications needed in the State of California to provide the services requested in this RFP.

Q. On page 29, Scope of work, 1. E) “Inspect and notify the City of all defaults and events of defaults by the borrower of which the contractor is aware. This may include sale, transfer, loss and/or damage to collateral used to secure loan, failure to provide adequate insurance coverage of financed property, borrower’s misuse of financed property, and/or other violations by a borrower of his/her/their obligations under the executed loan documents”, please describe what is needed for the “inspect” component.

A. The “inspect” component requires ongoing review of the components listed in section e) with the understanding that the City will be notified of any such default events as outlined in the loan agreements.

Q. On page 30, Scope of work, 2.d) “Submit confirmation letters to follow up telephone calls and submitted to an approved encryption portal for retrieval.” Please clarify what the confirmation letters entail.

A. The confirmation letter should contain any communication for collection attempts.

Postscript
Each proposal shall be delivered no later than Tuesday, January 16, 2024 PRIOR to 11:00 A.M., at which time proposals will be opened.

Proposals should be submitted via electronic mail to [email protected]. The proposal shall contain an acknowledgement of receipt of all amendments and/or addenda to the RFP.

The City reserves the right to reject any or all bids/proposals or to waive any informalities or minor irregularities in a bid/proposal.

No proposer may withdraw his/her bid/proposal for a period of one hundred twenty (120) days after the date set for the opening thereof.
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 11, 2024
Date: May 22, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services/City Engineer SUBJECT: On-Call Construction Inspection Services for Various Capital Improvement Projects
CONTACT: Peter Kambel, Senior Civil Engineer, [email protected], 209-577-5444 DESCRIPTION:

Consider approving On-Call Agreements for Construction Inspection Services, with Dillon and Murphy Engineering, West Yost & Associates, and TRC Engineering, Inc., for a one-year agreement with two one-year extension options, for an estimated annual amount of $74,500 per consultant, and a total amount not to exceed $223,500 per consultant over three years. (Funding Source: Various Capital Improvement Program Projects) STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City of Modesto Strategic Plan Initiatives, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

The Construction Administration Division for the City of Modesto is housed within the Engineering Services Department and serves as the sole group responsible for construction management and inspection services for nearly all capital projects over $50,000 and inspection of all encroachment permits issued by the City. From time to time, project workload and permit workload requires more resources than the City has available internally. For those times, the City will utilize this list to hire one of the prequalified firms. The City will determine the best method of authorizing work based on the project needs and the firm(s) with the strongest skills and abilities in all required facets of construction management and inspection services.

DISCUSSION:

In accordance with Modesto Municipal Code 8-3.204(a), “Exceptions to Formal Bidding Requirements,” agreements for professional services are exempt from the formal bidding requirements of Modesto Municipal Code 8-3.203 if competitive quotations or proposals have been sought informally from at least three (3) qualified entities. In accordance with Administrative Directive 3.1, Selection Procedures for Professional Consultants Who Provide #5..
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City Council, June 11, 2024
On-Call Construction Inspection Services for Various Capital Improvement Projects