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HomeMy WebLinkAboutWeststar Loan Servicing Corporation - 2020-08-26 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND WESTSTAR LOAN SERVICING CORPORATION FOR PROVIDING LOAN SERVICING FOR THE CITY OF HUNTINGTON BEACH THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Weststar Loan Servicing Corp., a Nevada Corporation hereinafter referred to as "CONSULTANT." WHEREAS,CITY desires to engage the services of a consultant to perform loan servicing; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Christie Eurton who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. agree/surfnet/professional sves to$49 05/19-204132 1 of 12 3. TERM: TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on Lk o)t tS fi L 6 ""—, 20 PLO (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than three (3) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date,CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Twenty Thousand Dollars ($20,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." agree/surfnet/professional sves to$49 05/19-204132 2 of 12 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors,if any)negligent(or alleged negligent)performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. B. To the extent that CONSULTANT performs"Design Professional Services"within the meaning of Civil Code Section 2782.8,then the following Hold Harmless provision applies in place of subsection A above: agree/surfnet/professional svcs to$49 05/19-204132 3 of 12 "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous`sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY;however an insurance agree/surfnet/professional Svcs to$49 05/19-204132 4 of 12 policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; agree/surfnet/professional svcs to$49 05/19-204132 5 of 12 B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party,reduced in coverage or in limits except after thirty(30)days' prior written notice;however,ten(10)days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by agree/surfnet/professional svcs to$49 05/19-204132 6 of 12 CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY,become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant,or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. agree/surfnet/profess ion al sves to$49 05/19-204132 7 of 12 CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Weststar Loan Servicing ATTN: Director of Community 2340 Paseo Del Prado Development P.O. Box 29503 2000 Main Street Las Vegas, NV 89126-9503 Huntington Beach, CA 92648 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any agree/surfnet/professional svcs to$49 05/19-204132 8 of 12 provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the agree/surfnet/professional svcs to$49 05/19-204132 9 of 12 scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation,and that each has had the opportunity agree/surfnet/professional sves to$49 05/19-204132 10 of 12 to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements,promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. agree/surfnet/professional svcs to$49 05/19-204132 11 of 12 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed i by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Waststar Loan Servicing Corporation California COMPANY NAMB By: el, �-'� _ Director/Chief i (Pivsuarl To HBMC§3.03.100) i i print name ITS.(clrole one)Chairman/Pras! t/Vice Prestdent APPROVED AS TO FORM: AND j By: AGL( City Attorney %V Michael Ragsdale Date print n ITS:(ob•cle o)te)secreta lChidpinanoial Offloerl et. RECEIVE AND FILE: Secretary—Treasttrar . j • t City Clerk Date i • - I E � I COUNTERPART E agrec4urtitatipw(mional eves to$49 05/19-204132 12 of 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Weststar Loan Servicing Corporation California COMPANY NAME By: Director/Chief (Pursuant To HBMC§3.03.100) print name APPROVED AS TO FORM: ITS: (circle one)Chairman/President/Vice President AND - By: City ttorney W Date g.1(o•� print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. RECEIVE ND FILE: Secretary—Treasurer T ity Verk Date OAO COUNTERPART agree/surfnet/professional svcs to$49 05/19-204132 12 of 12 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND WESTSTAR LOAN SERVICING CORPORATION FOR PROVIDING LOAN SERVICING FOR THE CITY OF HUNTINGTON BEACH Table of Contents 1 Scope of Services................................................................................................................ 1 2 City Staff Assistance...........................................................................................................2 3 Term; Time of Performance................................................................................................2 4 Compensation......................................................................................................................2 5 Extra Work..........................................................................................................................2 6 Method of Payment.............................................................................................................3 7 Disposition of Plans,Estimates and Other Documents.......................................................3 8 Hold Harmless.....................................................................................................................3 9 Professional Liability Insurance ..............................................................................4 10 Certificate of Insurance.......................................................................................................5 11 Independent Contractor.......................................................................................................6 12 Termination of Agreement..................................................................................................6 13 Assignment and Delegation..................................................................................................6 14 Copyrights/Patents ..............................................................................................................7 15 City Employees and Officials..............................................................................................7 16 Notices... .................................................................................................................7 17 Consent................................................................................................................................8 18 Modification........................................................................................................................ 8 19 Section Headings.................................................................................................................8 20 Interpretation of this Agreement......................................................................................... 8 21 Duplicate Original...............................................................................................................9 22 Immigration..........................................................................................................................9 23 Legal Services Subcontracting Prohibited ...........................................................................9 24 Attorney's Fees..................................................................................................................... 10 25 Survival................................................................................................................................ 10 26 Governing Law..................................................................................................................... 10 27 Signatories............................................................................................................................ 10 28 Entirety................................................................................................................................. 1 29 Effective Date.................................................................................I I EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Servicing of City of Huntington Beach(City) originated loans. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: 1. Set up new loan accounts. 2. Issue "welcome letter", payment coupon books and loan payment directions to borrower. 3. Track all loan payment activity, including delinquencies and payoffs on all new and existing loans in City loan portfolio. 4. Collect monthly payments from borrowers as required and deposit into Trust Fund, as directed by City Treasurer. 5. Submit monthly reports to City, including Contract Transaction Report, Monthly Aging Report for delinquent accounts, and Borrower History. 6. Issue delinquency and/or NSF letters to borrowers, as required. 7. Prepare annual Internal Revenue Service Form 1098 for applicable borrowers and distribute to borrower as required by the IRS. 8. Provide customer Service to borrowers via telephone and written correspondence. C. CITY'S DUTIES AND RESPONSIBILITIES I. Provide copies of loan documents and required loan set-up forms for the setting up of new loans. 2. Review and reconcile statements and reports received from Weststar and respond to loan portfolio and/or loan servicing related questions from Weststar and borrowers. 3. Respond to Weststar with authorizations and confirmations on loan payoff amounts as needed. 4. Prepare and record Loan Reconveyance documents to borrowers upon receipt of loan payoff funds from borrower or confirmation of loan payoff from Weststar. 5. Follow up with borrowers who are delinquent with their payments, as indicated on the monthly aging report from Weststar. D. WORK PROGRAM/PROJECT SCHEDULE: Work to be performed by consultant in connection with the City's loan portfolio, on an ongoing basis, during the business hours established by Weststar for the agreed upon term of the contract and any extensions thereof. Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) A. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. B. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. Charges and fees being charged the CITY will be based upon the charges and fees proposed by the CONSULTANT, as summarized in Exhibit 13-1 "Services to Be Provided" and Exhibit B-2 "Miscellaneous Services and Fees". The cumulative total of monthly progress payments issued by the CITY during the contract term shall at no time exceed the fixed fee of$20,000. C. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: 1) Reference this Agreement; 2) Describe the services performed; 3) Show the total amount of the payment due; 4) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and 5) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non- approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. D. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B EXHIBIT B Fixed Fee Payment Exhibit B-1 SERVICES TO BE PROVIDED For the City of Huntington Beach The following is a description of the services Weststar will provide to the City of Huntington Beach ("City") and the fees to be charged for the service. NEW LOAN SETUP Weststar will setup a new loan account for each new loan submitted to the Company within 24 hours,provided the information required to be supplied by the City is complete. A setup form will be provided to the City for the required information; an example of such form is supplied in the EXHIBIT section of this Proposal. When a loan is setup by the Company, a welcome letter is sent notifying the borrower that Weststar will be servicing the loan on behalf of the City, the letter will provide them with their loan number, and our customer service 800#. In addition, they will receive payment coupons for the remainder of the year. The coupons will provide an amount which is required to be paid each month in accordance with the terms and conditions of their note, including principal and interest, and will also show the amount due if the account is received subsequent to the last day of the grace period. The fee for this service is: $40.00 per new loan setup by Weststar. LOAN SERVICING In accordance with generally acceptable loan servicing practice, the Company will comply with all relevant and applicable requirements of any State or Federal laws, rules or regulations respecting or governing consumer credit and truth-in-lending and will provide the following services; PAYMENT PROCESSING ➢ Weststar will deposit all funds that are received into a client trust account that is a segregated account from Weststar's corporate funds. This client trust account is a non- interest bearing account. ➢ Weststar will assess a borrower for late fees in accordance with the terms and conditions of their respective note. Such late fee will be assessed at the end of the specified grace period if Weststar has not received the payment. ➢ Weststar will contact the borrower on a periodic basis to secure any information that may be required to be supplied in accordance with the loan agreement. ➢ Each disbursement to the City will be segregated according to the funding source and will reconcile with the month end reports provided by the Company. These monthly remittances and reports will be provided no later than the 5th business day of the following month or at intervals requested by the City. Exhibit B ➢ The monthly remittances to the City will represent all principal, interest, and late fees less applicable servicing fees, and NSF checks. Each disbursement will be for the applicable program designated by the loan-funding source. These disbursements will reconcile with the individual program reports provided by Weststar. REPORTING AND MAINTENACE OF RECORDS Weststar will provide the City with a comprehensive set of monthly reports by funding source as provided below: ➢ Each month, a Contract Transaction Report (see EXHIBITS) by funding source will be provided to the City, showing each loan serviced, payments processed, principal, interest, and late fee application, and the remaining principal balance due on each loan. ➢ An Aging Report (see EXHIBITS)will also be provided highlighting all accounts that are more than 30 days delinquent. The report will provide the borrowers name, address, and delinquent amounts. ➢ Upon request by the City, the Company will provide the City with a report of each loan that is delinquent and will provide all recorded comments noted by the staff in the memo fields related to conversations with the borrowers. ➢ At times, Weststar may obtain information related to a specific property in which the City is a lienholder, related to abandonment, waste, or other matter that may affect the value of the underlying property. At such time, the Company will notify the City of its information so that City personnel may take appropriate action to preserve its asset. ➢ Upon request by the City, the Company will provide amortization schedules on specific loans requested. ➢ Upon receipt of a payoff request, Weststar will provide the party requesting the payoff, a written payoff statement. ➢ Each year a form 1098 will be provided to each borrower interest paid during the previous calendar year and a payment history for the calendar year. The fee for this service is: $12.00 per loan per month COLLECTION OF DELINQUENT ACCOUNTS (Optional Service) Weststar has not been involved with the loan documentation preparation, underwriting or previous collection efforts on the loans made by the City of Huntington Beach, and as such, the Company will diligently execute its duties and will attempt to contain the delinquencies through the following methods; ➢ All loss mitigation on collection activity for delinquent loans will be handled by the City. Exhibit B ➢ Based on the terms and conditions of each individual note, the Company will immediately send out a standard reminder letter to the borrower the day after the end of the specified grace period, should a payment not be received on the specific loan. ➢ When a note becomes 30 days delinquent a second letter will be sent to the borrower, again demanding payment of the past due monthly payment and late charges. ➢ When an account is 60 days past due a third and final demand for payment will be made prior to the initiation of a formal demand for payment of the full amount due and owing. The Company will also attempt to contact the borrower via the telephone in order to establish the reasons for the delinquencies and attempt to cure the past due amounts. ➢ For delinquent accounts that are between 60-90 days in arrears, Weststar may provide recommendations to the City to accept an extension agreement on a note if the borrower is able to demonstrate to Company personnel, that there has been a reduction in household income and that the borrower can pay at least the interest owing on a monthly basis. It is the City's responsibility to evaluate the information and approve any extension agreement with the borrower. ➢ In addition, for accounts that are delinquent, Weststar may also provide the City with a recommendation to modify the remaining terms and conditions of the existing mortgage given the circumstances surrounding the borrowers capacity to continue to make payments. It is the City's responsibility to evaluate the information and approve any loan modification with the borrower. Any and all communications with the borrower and Weststar staff will be in compliance with the Fair Debt Collection Practices Act. The fee for this service is: $15.00 per notice sent Exhibit B ` Exhibit B-2 MISCELLANEOUS SERVICES AND FEES Returned Check Fee $50.00 Per Item Demand Statement Fee $100.00 Per Request Reconveyance Fee $85.00 Per Request Account Cancellation Fee $35.00 Per Account Record Changes $35.00 Per Change ! Research/Special Handling $40.00 Per Hour Payoff Calculations $40.00 Per How New Account Set-up Fee $100.00 F Authorized By; stie Eurton,Manager I Date: F . I I I i I 1 I Exhibit B WESTS-2 '4�oRo CERTIFICATE OF LIABILITY INSURANCE DATE 08/17/202 YY) os/17/zozo THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements. PRODUCER 972-248-2433 C NTACT Deka Insurance Agency, LLC E. JB Lloyd &Associates, LLC PHONE 972-248-2433 IFAX 972-248-7066 8401 N Central Expway Ste 1000 A/C No Ext: A/C No Dallas, TX 75225 E-MAIL .ryan@dekainsurance.com Deka Insurance Agency,LLC INSURERS AFFORDING COVERAGE NAIC 0 A:Chubb and Son Inc. INSURED INSURER Weststar Mortgage Corporation 2155 Louisiana Blvd Ste 8000 INSURER C Albuquerque,NM 87110 INSURER INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR NSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE [�]OCCUR 2/13/2019 12/13/2020 D 2 000 000X RO $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY El PEAT LOC PRODUCTS-COMP/OP AGG $ Included OTHER. A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident)ANY AUTO 73606901 12/13/2019 12/13/2020 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident S �( HIRED X NON WNED PROPERTY DAMAGE AUTOS ONLY AUTO ONLY Per.cudent $ $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 EXCESS LIAB CLAIMS-MADE 78188973 12/13/2019 12/13/2020 AGGREGATE $ 3,000,000 DED I I RETENTION$ A WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN N 71770899 12/13/2019 12/13/2020 1,000,000 E.L.EACH ACCIDENT $ OF in N R EXCLUDED? NIA ICI 1,000,000 ry in ER E.L.DISEASE-EA EMPLOYE y If yes.describe under DESCRIPTION OF OPERATIONS below i E.L.DISEASE-POLICY LIMIT S 1,000,000 A 'Property 36057491 12/13/2019 12/13/2020'Blnkt BPP 2,050,000 I DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Location-2340 Paseo Del Prado Ste D104, Las Vegas,NV 89102 APPROVED AS TO FORM Added as additional insured and loss payee is the certificate holder. Michael Gates, CI y Attorney CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE NorthAmerica 888 Real THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Estate Investment LLP 2330 Paseo Del Prado Ste C204 Las Vegas,NV 89102 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Customarq Series C H U B B® Financial Institutions Policy Premium Bill Policy Period DECEMBER 13,2019 TO DECEMBER 13,2020 Effective Date MARCH 30,2020 Policy Number 3605-74-91 WCE Insured WESTSTAR MORTGAGE CORPORATION Name of Company FEDERAL INSURANCE COMPANY Date Issued AUGUST 19,2020 �. w,:i.l; "r 'gas ,,`+;• _ i ,wale: .,. i ii i .'.'.i',z. iii+i .. .; :.. I . :_;: ,t �'�:F iii .. .,,,. ,.,, i ,.e�.n4 ,. , +�Nef�". Portion of total premium attributable for terrorism and statutory standard fire where applicable is $0.00 PLEASE SEND PAYMENT TO AGENT OR BROKER. Additional Date Payment Due Premium MARCH 30,2020 $ 0.00 TOTAL $ 0.00 Commission 20.00% WHEN SENDING PAYMENT,PLEASE INDICATE POLICY NUMBER ON YOUR CHECK. NOTE: PLEASE RETURN THIS BILL WITH PAYMENT AND INCLUDE ANY ADDITIONAL CHANGES. IF THIS ENDORSEMENT HAD BEEN IN EFFECT FOR A FULL YEAR THE RETURN OR ADDITIONAL PREMIUM WOULD HAVE BEEN: $0 ADDITIONAL INSURED CHANGES Producer: U S RISK LLC 8401 N CENTRAL EWY#1000 DALLAS,TX 75225-0000 last aw Form 80-02-9020(Ed.4-94) Premium Bill Page I C H U B B® Property Insurance Schedule of Forms Policy Period DECEMBER 13,2019 TO DECEMBER 13,2020 Effective Date MARCH 30,2020 Policy Number 3605-74-91 WCE Insured WESTSTAR MORTGAGE CORPORATION Name of Company FEDERAL INSURANCE COMPANY Date Issued AUGUST 19,2020 The following is a schedule of forms issued as of the date shown above: Edition Effective Date Form Number Date Form Name Date Issued 17-02-5205 1-18 PROPERTY DECLARATIONS 12/13/19 09/25/19 17-02-3065 7-03 PROPERTY DAMAGE EXTORTION 12/13/19 09/25/19 17-02-3066 6-05 RENTAL INCOME 12/13/19 09/25/19 17-02-3068 7-03 EXTRA EXPENSE 12/13/19 09/25/19 17-02-3069 6-05 BLDG&PERS PROPERTY 12/13/19 09/25/19 17-02-3107 7-03 EDP PROPERTY 12/13/19 09/25/19 17-02-5070 7-03 ACCT REC,FINE ARTS,VALUABLE PAPERS 12/13/19 09/25/19 17-02-5200 6-05 PROPBI CONDITIONS AND DEFINITIONS 12/13/19 09/25/19 17-02-5275 5-04 ELECTRONIC DATA AND PERIL CHANGES 12/13/19 09/25/19 17-02-7506 6-08 ORD OR LAW&EXISTING GREEN STANDARDS LPB 12/13/19 09/25/19 80-02-1313 1-16 ADDITIONAL EXCLUSIONS 12/13/19 09/25/19 80-02-1324 10-06 WINDSTORM/HAIL DEDUCTIBLE OR WAITING PERIOD 12/13/19 09/25/19 80-02-1658 1-15 CAP ON CERT.TERRORISM LOSSES(ALL PREMISES) 12/13/19 09/25/19 80-02-5310 1-14 MECH.OR ELECT.SYSTEM OR APPARATUS DEF AMEND 12/13/19 09/25/19 80-02-5355 1-15 SPECIAL WAITING PERIOD PROVISION ADDED 12/13/19 09/25/19 99-10-0996 4-18 IMPORTANT NOTICE-NY LOC INSPECTIONS 12/13/19 09/25/19 last page Form 80-02-1999(ED.6-95) Schedule of Forms Page 1 C H U B Bm Liability Insurance Schedule of Forms Policy Period DECEMBER 13,2019 TO DECEMBER 13,2020 Effective Date MARCH 30,2020 Policy Number 3605-74-91 WCE Insured WESTSTAR MORTGAGE CORPORATION Name of Company FEDERAL INSURANCE COMPANY Date Issued AUGUST 19,2020 The following is a schedule of forms issued as of the date shown above: Edition Effective Date Form Number Date Form Name Date Issued 17-02-3020 2-98 GENERAL LIABILITY DECLARATIONS 03/30/20 08/19/20 17-02-3080 4-01 GENERAL LIABILITY 12/13/19 09/25/19 17-02-3140 4-01 EXCLUSION-CONSTRUCTION LOAN 12/13/19 09/25/19 17-02-3141 2-98 SECURITIES AND TRADE PRACTICES EXCLUSION 12/13/19 09/25/19 17-02-3308 4-01 EXCLUSION-FORECLOSURE,TRUST,LEASING 12/13/19 09/25/19 17-02-7539 1-14 EXCLUSION-POLLUTION 12/13/19 09/25/19 80-02-2362 4-01 CONDITION-WAIVER OF TRANS./RIGHTS OF RECOVERY 12/13/19 09/25/19 80-02-6541 3-05 CONDITION-PREMIUM AUDIT 12/13/19 09/25/19 80-02-2367 5-07 ADDL INSURED-SCHEDULED PERSON OR ORGANIZATION 12/13/19 09/25/19 80-02-2367 5-07 ADDL INSURED-SCHEDULED PERSON OR ORGANIZATION 03/30/20 08/13/20 80-02-2367 5-07 ADDL INSURED-SCHEDULED PERSON OR ORGANIZATION 03/30/20 08/13/20 80-02-2367 5-07 ADDL INSURED-SCHEDULED PERSON OR ORGANIZATION 03/30/20 08/19/20 80-02-2367 5-07 ADDL INSURED-SCHEDULED PERSON OR ORGANIZATION 03/30/20 08/19/20 80-02-2324 11-06 NON-ACCUMULATION OF LIMITS OF INSURANCE 12/13/19 09/25/19 80-02-6403 1-15 CAP ON CERTIFIED TERRORISM LOSSES 12/13/19 09/25/19 80-02-6428 8-04 EXCLUSION-PROFESSIONAL LIABILITY,TOTAL 12/13/19 09/25/19 80-02-6528 1-13 EXCL-INFO LAWS INCL UNAUTH OR UNSOLICT COMMUN 12/13/19 09/25/19 80-02-6560 4-04 EXCLUSION-BIOLOGICAL AGENTS,TOTAL 12/13/19 09/25/19 80-02-6563 4-04 EXCLUSION-LEAD,TOTAL 12/13/19 09/25/19 80-02-6566 4-04 EXCLUSION-ASBESTOS 12/13/19 09/25/19 80-02-8211 2-08 EXCL-CONST OR DEVELOPMNT EXCPT MAINT OR RENOV 12/13/19 09/25/19 80-02-8290 5-10 EXCL-INTELLECTUAL PROPERTY LAWS OR RIGHTS 12/13/19 09/25/19 80-02-8423 4-12 EXCLUSION-LOSS OF USE ELECTRONIC DATA 12/13/19 09/25/19 80-02-8425 1-14 EXCLrALCOHOLIC BEVERAGE TYPE BUSINESSES 12/13/19 09/25/19 80-02-8635 11-17 COV-PROD WITHDRWL EXP&CRISIS ASSISTANCE EXP 12/13/19 09/25/19 last page Form 80-02-2999(ED.6-95) Schedule of Forms Page 1 C H U B B® Liability Insurance Declarations Chubb Group of Insurance Companies 202E Hall's Mill Road Whitehouse Station,NJ 08889 Named Insured and Mailing Address . Policy Number 3605-74-91 WCE WESTSTAR MORTGAGE CORPORATION 2155 LOUISIANA BLVD NE#8000 Effective Date MARCH 30,2020 ALBUQUERQUE,NM 87110 Issued by the stock insurance company indicated below, herein called the company. FEDERAL INSURANCE COMPANY Producer No. 0082434 Incorporated under the laws of INDIANA Producer U S RISK LLC 8401 N CENTRAL EWY#1000 DALLAS,TX 75225-0000 Policy Period From: DECEMBER 13,2019 To: DECEMBER 13,2020 12:01 A.M.standard time at the Named Insured's mailing address shown above. Foreclosure Liability Reporting Period: NOT APPLICABLE Trust Liability Reporting Period: NOT APPLICABLE GENERAL LIABILITY GENERAL AGGREGATE LIMIT $ 2,000,000 (PRODUCTS AND COMPLETED OPERATIONS ARE SUBJECT TO THE GENERAL AGGREGATE) EACH OCCURRENCE LIMIT $ 2,000,000 ADVERTISING INJURY AND $ 1 ,000,000 PERSONAL INJURY AGGREGATE LIMIT MEDICAL EXPENSES LIMIT $ 10,000 DAMAGE TO PREMISES $ 2,000,000 RENTED TO YOU LIMIT Chubb. Insured.' Liability Insurance Issue Date: AUGUST 19,2020 last page Form 17-02-3020(Rev.2-98) Declarations Page 1 C H U B B® Liability Insurance Endorsement Policy Period DECEMBER 13,2019 TO DECEMBER 13,2020 Effective Date MARCH 30,2020 Policy Number 3605-74-91 WCE Insured WESTSTAR MORTGAGE CORPORATION Name of Company FEDERAL INSURANCE COMPANY Date Issued AUGUST 19,2020 This Endorsement applies to the following forms: GENERAL LIABILITY ,t`.':-m`�;=: ...�z,�.ax:.: ':k.�Y.fay .—.t 'vSS,h er.'4;> .,;� "� ':::... .,, ,.R�^_ ',� nay.,u'�. �r:;1�,�',m _w-✓u. �' "txt?s _ .-,.A6o . :�e':?t�'* .. Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. WWI Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page t CHUBB® Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. ' th ";ice_ D,+,u,;"i Schedule Persons or organizations that you are obligated,pursuant to a contract or agreement,to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Page 2 C H U B B6 Liability insurance Endorsement Policy Period DECEMBER 13,2019 TO DECEMBER 13,2020 Effective Date MARCH 30,2020 Policy Number 3605-74-91 WCE Insured WESTSTAR MORTGAGE CORPORATION Name of Company FEDERAL INSURANCE COMPANY Date Issued AUGUST 19,2020 U This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBB" Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule CITY OF HUNTINGTON BEACH,ITS ELECTED OR APPOINTED OFFICIALS,AGENTS,OFFICERS,EMPLOYEES,AND VOLUNTEERS. ATTN:DIRECTOR OF COMMUNITY DEVELOPMENT 2000 MAIN ST HUNTINGTON BEACH,CA 92648 All other terms and conditions remain unchanged. Authorized Representative Q, A"" Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Page 2 C H U B B0 Policy Conditions Schedule of Forms Policy Period DECEMBER 13,2019 TO DECEMBER 13,2020 Effective Date MARCH 30,2020 Policy Number 3605-74-91 WCE Insured WESTSTAR MORTGAGE CORPORATION Name of Company FEDERAL INSURANCE COMPANY Date Issued AUGUST 19,2020 The following is a schedule of forms issued as of the date shown above: Edition Effective Date Form Number Date Form Name Date Issued 80-02-9779 3-11 NOTICE OF CANCEL SCHED PERSONS/ORG EXCPT NP 03/30/20 04/17/20 80-02-9001 6-98 HOW TO REPORT A LOSS 12/13/19 09/25/19 80-02-9090 6-05 COMMON POLICY CONDITIONS 12/13/19 09/25/19 80-02-9790 3-12 COND-CIVIL UNIONS OR DOMESTIC PARTNERSHIPS 12/13/19 09/25/19 80-02-9800 12-08 INSURING AGREEMENT 12/13/19 09/25/19 99-10-0732 1-15 NOTICE TO POLICYHOLDERS-TRIPRA 12/13/19 09/25/19 99-10-0792 9-04 IMPORTANT NOTICE-OFAC 12/13/19 09/25/19 99-10-0872 6-07 AOD POLICY HOLDER NOTICE 12/13/19 09/25/19 last page Form 80.02-9999(ED.6-95) Schedule of Forms Page 1