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HomeMy WebLinkAboutAmeriNational Community Services - 2011 AgreementAGREEMENT FOR SERVICES This AGREEMENT made this `��" da of AAAIJ 2011 between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: AmeriNational Community Services, Inc., having a principal place of business at 217 South Newton Avenue, , Albert Lea, MN 56007 ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on September 1, 2011 and will continue in effect continuously unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in Exhibit "C" ( "Milestone Schedule "). Exhibit "C" omitted in its entirety B. Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR'S services. WPAPP1764446.2 -2- 100108 -04706083 C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the performance of those services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR'S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR shall be paid the amounts set forth in Exhibit "D" ( "Payment Schedule ") Remainder of this section is omitted. B. Invoices This section is omitted in its entirety. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "D ". Remainder of this section is omitted. ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. WPAPP1764446.2 -3- 100108 -04706083 B. Workers' Compensation CONTRACTOR agrees to provide workers' compensation insurance for CONTRACTOR'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONTRACTOR'S employees. C. Indemnification of Liability, Duty to Defend (1) Professional Liability To the fullest extent permitted by law, CONTRACTOR shall indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, to the extent caused by any willful or negligent acts, errors or omissions of CONTRACTOR or CONTRACTOR'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. (2) Other Liability To the fullest extent permitted by law, CONTRACTOR shall defend through counsel approved by CITY indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, to the extent arising caused by any negligent or malicious act or omission of CONTRACTOR or CONTRACTOR'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence and aggregate. As a condition precedent to CITY'S obligations under this Agreement, CONTRACTOR shall furnish evidence of such coverage (naming CITY, its officers, representatives, agents and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. WPAPP1764446.2 -4- 100108 -04706083 E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONTRACTOR'S payments; • CITY will not make state or federal unemployment insurance contributions on CONTRACTOR'S behalf; • CITY will not withhold state or federal income tax from payment to CONTRACTOR; • CITY will not make disability insurance contributions on behalf of CONTRACTOR; • CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR's Business/ Death of CONTRACTOR. CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR's business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. 1VPAPP1764446.2 -5- 100108 -04706083 If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. B. Termination by City for Default of CONTRACTOR Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONTRACTOR'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONTRACTOR'S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C" which have been fully, competently and timely rendered by CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR'S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed -Upon Payments This section is omitted in its entirety. D. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONTRACTOR's duties by any new CONTRACTOR hired by the CITY to complete such services. 1VPAPP1764446.2 -6- 100108 -04706083 ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONTRACTOR shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. WPAPP1764446.2 -%- 100108 -04706083 F. Conflict of Interest CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONTRACTOR for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. 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 will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. 1VPAPP1764446.2 -8- 100108 -04706083 L. Waiver CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date; CONTRACTOR: AmeriNational Community Services, Inc. By: Name: Adrienne L. Thorson Title: Chairperson & CEO Social Security or Taxpayer Identification Number 41 -195 -1655 Approved as to Form �2f :; �= Linda Callon, City Attorney 1VPAPP1764446.2 100108 -04706083 ind year first above written. C$e:ry Y 4 COY B NT �/�,� la ATTEST: ;'� "44 Sha, j�`na Freels ity Clerk ,6 . Jt� -j �j 1Fel Z I,Nc. �DEDU;�� c►rn��i�`�rC EXHIBIT "A" SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR shall provide the services indicated on the attached Exhibit "B ", Scope of Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONTRACTOR agrees to assign Jennifer Zollman who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONTRACTOR shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence the Services upon delivery to CONTRACTOR of a written "Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Kristi Abrams shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the Section V.H. ( "Notices ") of this Exhibit "A ". B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR within this two (2) week period. IVPAPP1764446.2 4- 100108-04706083 III. PROGRESS SCHEDULE This section is omitted in its entirety. IV. PAYMENT OF FEES AND DIRECT EXPENSES This section is omitted in its entirety. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR'S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well- organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY's request. WPAPP1764446.2 -2- 100108 -04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR'S disclosure thereof) shall be deemed confidential. CONTRACTOR shall not use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONTRACTOR may retain and use copies thereof subject to Section V.D of this Exhibit "A ". CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONTRACTOR shall not be responsible for, and City shall indemnify CONTRACTOR from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. IVPAPP1764446.2 -3- 100108 -04706083 H. NOTICES. Notices are to be sent as follows: CITY: Lee Ann McPhillips City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Attn: Amber Anderson Marketing and Contracts Manager AmeriNational Community Services, Inc. 217 S. Newton Avenue, Albert Lea, MN 56007 (866) 779 -5546 FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.J. apply. ® If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.J. do not apply. DBE Program CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. Covenant against Contingent Fees The CONTRACTOR warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 1VPAPP1764446.2 -4- 100108 -04706083 EXHIBIT "B" SCOPE OF SERVICES AmeriNational (CONTRACTOR) will provide a loan servicing program for the CITY'S Housing Trust Homebuyer Assistance loan portfolio. The CONTRACTOR will act as servicing agent for the purpose of accepting, receipting, and depositing payments on all accounts delivered by CITY to CONTRACTOR as stated in Exhibit A. A.CONTRACTOR will receive any and all payments due CITY on the Housing Trust Homebuyer Assistance loans; to include monthly payments consisting of principal and interest, all late payments and partial payments. Borrowers payments are to be made payable to AmeriNational Community Services Inc. B.CONTRACTOR will offer the capability to borrowers to collect payments through ACH debiting of borrower bank accounts on pre- authorized dates; borrowers will be responsible for paying any bank fees in addition to their monthly payment to the CONTRACTOR. Coupons will be provided to those borrowers who are unable to make electronic payments to CONTRACTOR. The Welcome letter can be offered in Spanish and English. C. Disburse the CITY'S portion of monthly payments of principal and interest collected from the CITY'S borrowers by the 15th of each following month directly to the CITY'S bank account via wire transfer or check. D. Provide a current Monthly Reconciliation Report that serves as summary report for the loan payments remitted by borrowers. CONTRACTOR will collect all payments and remit the total amount collected to the CITY with a detailed breakdown of principal, interest, servicing fees and any other fees collected or deducted for each loan in the portfolio. The report will be sent electronically by the CONTRACTOR each month when the monthly payment is remitted via wire transfer or check to the CITY. E. Provide a Portfolio Status Report that provides a complete accounting per loan of the total portfolio. 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 ongoing interest accrued and the loan balance. The report will be sent monthly to the CITY. F. Provide a Delinquent Aging Report: This report reflects delinquent accounts at the 30, 60, 90, and over 90 day levels. Borrower accounts that have been moved into the forbearance or foreclosure process are designated in the report. G. CONTRACTOR will provide the CITY and CITY'S borrowers continuous access to all loan account information during normal working hours through toll free customer service telephone lines or hard copy via facsimile. The CITY and Borrowers will have 24 -hour electronic access to their loan information via the CONTRACTOR'S Website at www.amerinational.net. When requested by a borrower, CONTRACTOR will provide, without charge, a detailed statement of all transactions relating to the borrower's payments and/or escrow account. H. CONTRACTOR will provide 1098 Tax Returns: per IRS regulations and, on behalf of the CITY, CONTRACTOR will submit IRS required 1098 tax information returns for any borrower paying interest on any CITY loan. \VPAPP \764446.2 -1- 100108 -04706083 I. CONTRACTOR to provide a Year -End Account Summary that to each borrower if there has been interest or escrow activity on their account. The report will indicate principal and interest paid, the amount remitted by borrower for taxes and insurance, and the current status of the loan. J. CONTRACTOR will perform monthly scheduled credit bureau reporting of borrower loan payment activity for each loan in the CITY'S portfolio. K. CONTRACTOR will notify CITY if a name change is received for the borrowers account. L. CONTRACTOR will notify borrowers in writing of delinquent payments at intervals of 30, 60 and 90 days past the due date. Upon issuing a ninety -day notice, CONTRACTOR will provide foreclosure or forbearance service, if requested by the CITY. The forbearance service fee charged to the CITY is $300.00 per loan occurrence. The foreclosure service fee charged to the CITY is $300.00 per loan occurrence plus all outside costs. M. CITY will notify CONTRACTOR of requests for subordination or payoff on borrower loans. CITY will process the requests and payoff and forward to CONTRACTOR subsequent correspondence and documentation regarding the transaction. N. CONTRACTOR will notify CITY with a notification letter if a loan receives notice of Bankruptcy from a court of law. Bankruptcy Services per loan will be performed BY CONTRACTOR if requested by the CITY. The fees for bankruptcy are as follows: Filing a notice of proof of claim is $100 per occurrence, filing of reaffirmation agreement is $75 per occurrence, for a Chapter 7 bankruptcy the required monitoring and repayments services are $7.00 per loan per month, and filing of lift stays are $175 per occurrence plus out of pocket fees and costs performed by CONTRACTOR. IVPAPP1764446.2 -2- 100108 -04706083 EXHIBIT "C" MILESTONE SCHEDULE This exhibit is omitted in its entirety. 1VPAPP1764446.2 100108 -04706083 EXHIBIT "D" PAYMENT SCHEDULE CITY agrees to hire CONTRACTOR to provide a loan portfolio management program for the Housing Trust Homebuyer Assistance loan portfolio. CITY agrees to pay the CONTRACTOR an amount equal to eleven dollars ($11.00) per month per loan as a servicing fee; which fees, may be deducted by the CONTRACTOR from the total monthly remittances collected. CONTRACTOR will assess and retain a late fee paid by the borrower when payment is not made within the grace period, per the provisions of the CITY'S promissory note. If CONTRACTOR is requested to monitor the timely payment of property taxes, or is requested to establish an escrow /impound account for any borrower for the payment of property taxes, tax service will be required and the CITY will be charged (a one time fee per loan) at the current rate of $75.00 per loan (subject to market conditions) CITY agrees to pay CONTRACTOR a one -time set up fee for each new loan of $40.00. The initial fee will be deducted from the CITY's monthly remittances. CITY agrees to pay CONTRACTOR a one -time program set up fee of Five Hundred dollars ($500.00) for establishing the loan program agreement with the CITY. The initial fee will be paid upon execution of the contract between the CONTRACTOR and the CITY. CONTRACTOR agrees to receive the mortgage payments and to disburse funds directly into CITY'S bank account on or before the 15th day of the following month in which the payments were collected. WPAPP \764446.2 -1- 100108 -04706083 OP ID ACORD CERTIFICATE OF LIABILITY INSURANCE AMER -11 /Y DATE (MM/DDYYY) 08 04 11 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION McNamara Company ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE www.mcnamaracompany.com 1330 East Highway 96 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. A St Paul MN 55110 Phone: 651- 426 -0607 Fax: 651- 426 -5790 INSURERS AFFORDING COVERAGE NAIC # INSURED AmeriNational Community Services Inc, American Bankcorporation, American Bank of St Paul Inc INSURER A: Chubb Group of Ina. Co. (A + +) PREMISESEaoccurence) INSURER B: NAIC: 20303 MED EXP (Any one person) INSURER C: PERSONAL & ADV INJURY INSURER D: 217 S Newton Ave Albert Lea MN 56007 INSURER E: $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY 7 P JECT RO LOC COVFROGFS 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ,N5K LTR AUU" NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM /DD/YY DATE (MEXPIRA M/DD/YY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE FX] OCCUR X Mtg Protection 35800320 35800320 08/01/11 08/01/11 08/01/12 08/01/12 EACH OCCURRENCE $1,000,000 PREMISESEaoccurence) $1,000,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY 7 P JECT RO LOC PRODUCTS - COMP /OP AGG $ included A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 74983745 08/01/11 08/01/12 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ $ A EXCESS /UMBRELLA LIABILITY X I OCCUR CLAIMSMADE DEDUCTIBLE X RETENTION $10,000 79813523 08/01/11 08/01/12 EACH OCCURRENCE $10,000,000 AGGREGATE $ 10,000,000 $ $ A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? If yes, describe under SPECIAL PROVISIONS below 71712722 (CALIFORNIA)08/27/11 71712553 (NIN, KS, FL, Mm) 08/01/11 08/27/12 08/01/12 ATU_ X I TORY L1 M I TS' I X I ER E.L. EACH ACCIDENT $500,000 E.L. DISEASE - EA EMPLOYEE $500,000 E.L. DISEASE - POLICY LIMIT $500,000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Certificate Holder is named as additional insured for General Liability coverage. CERTIFICATE HOLDER CANCELLATION GILROY1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Gilroy DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN its officers, representatives, NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL agents and employees IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 7351 Rosanna St Gilroy CA 95020 REPRESENTATIVES. ACORD 25 (2001108) u At;UKU GUKVUKA I IUN -Ianu IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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 endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) ACORDTM CERTIFICATE OF INSURANCE DATE (MM /DD/YY) 7/28/2011 Producer AH &T Insurance 20 South King Street Leesburg, Virginia 20175 Dennis Gustafson THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY A Indian Harbor Insurance Company (XL) Insured AmeriNational Community Services Inc. American Bancorporation, American Bank of St Paul 217 S. Newton Ave Albert Lea, MN 56007 COMPANY B National Union Fire Insurance Company (Chartis) COMPANY c COMPANY D COVERAGES 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 c0 LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM /DD/YY) POLICY EXPIRATION DATE (MM /DD/YY) LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE ❑ OCCUR OWNER'S & CONTRACTOR'S PROT GENERAL AGGREGATE PRODUCTS —COMP /OP AGG PERSONAL & ADV INJURY EACH OCCURRENCE FIRE DAMAGE (Any one fire) MED EXP (Any one person) AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ GARAGE LIABILITY ANY AUTO AUTO ONLY — EA ACCIDENT $ OTHER THAN AUTO ONLY: $ EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE UMBRELLA FORM OTHER THAN UMBRELLA FORM AGGREGATE $ $ WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY INCL THE PROPRIETOR/ PARTNERS /EXECUTIVE OFFICERS ARE: EXCL STATUTORY LIMITS EACH ACCIDENT DISEASE - POLICY LIMIT DISEASE — EACH EMPLOYEE A B OTHER Management & Professional Liab. Bankers Fidelity Bond ELU118777 -10 01- 156 -41 -71 09/24/10 09/24/10 09/24/11 09/24/11 Aggregate Limit: $5,000,000 Aggregate Limit: $5,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS/VEHICLES /SPECIAL ITEMS: Lender Liability $3.5M sub -limit CERTIFICATE HOLDER CANCELLATION City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Acord 25 -S (3/93) 1 OF 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPLIES NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES AUTHORIZED REPRESENTATIVE (Dennis usta son CHIJBB Liability Insurance Endorsement Policy Period AUGUST 1, 2011 to AUGUST 1, 2012 Effective Date AUGUST 1, 2011 Policy Number 3580 -03 -20 DMO Insured AMERICAN BANCORPORATION AMERICAN BANK OF ST. PAUL Name of Company GREAT NORTHERN INSURANCE COMPANY AUGUST 4, 2011 Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY ABUSE OR MOLESTATION CLAIMS -MADE AND REPORTED Under Who Is An htsured, the following provision is added: WHO 1S AN INSURED Designated Person Or Organization Any person or organization designated below is an insured; but they are insureds only with respect to liability arising out of your operations or premises owned by or rented to you. City of Gilroy, it's officers, representatives, agents and employees 7351 Rosanna Street Gilroy, CA 95020 Insurance is primary and non- contributory All other terms and conditions remain unchanged. Authorized Representative Q—A", Liabilitylnsuiance ADDL INS - SCHEDULED PERSON OR ORGANIZATION Form 80.02.2373 (Ed. 4 -94) Endorsement rid last page Page 1 ACORD CERTIFICATE OF LIABILITY INSURANCE OP ID sr AMER -11 DATE (MM /DD/YYYY) 08/30/11 PRODUCER McNamara Company www.mcnamaracompany.com 1330 East Highway 96 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. POLICY NUMBER 35800320 35800320 POLICY EFFECTIVE DATE (MM 08/01/11 08/01/11 St Paul MN 55110 Phone: 651 - 426 -0607 Fax: 651 - 426 -5790 INSURERS AFFORDING COVERAGE NAIC # INSURED Services Inal Community Services Inc, American Bankcorporation, American Bank of St Paul Inc 217 S NAlbertLeaoMN 56 INSURER 007 INSURER A: Chubb Group of Ins. Co. (A + +) MED EXP (Any one person) INSURER B: NAIL: 20303 PERSONALBADVINJURY INSURER C: GENERAL AGGREGATE D: INSURER E: PRODUCTS - COMP /OP AGG GUVtKAUtb 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 17GENERAL City of Gilroy TYPE OF INSURANCE LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE 1K OCCUR Mtg Protection POLICY NUMBER 35800320 35800320 POLICY EFFECTIVE DATE (MM 08/01/11 08/01/11 POLICY EXPIRATION DATE MM /DD/YY 08/01/12 08/01/12 LIMITS EACH OCCURRENCE $ 1,000,000 PREMISES(Eaoccurence) $1,000,000 MED EXP (Any one person) $ 5 , 0 0 0 PERSONALBADVINJURY $1,000,000 GENERAL AGGREGATE $ 1,000,000 PRODUCTS - COMP /OP AGG $ included EN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO LOC Mt Prot 5,000,000 A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 74983745 08/01/11 08/01/12 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO H AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ $ A EXCESS /UMBRELLA LIABILITY RD OCCUR El CLAIMSMADE DEDUCTIBLE X RETENTION $ 10 , 000 79813523 08/01/11 08/01/12 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 _ $ A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY OFFICER/MEMBER EXCLUDED? ECUTIVE If yes, describe under SPECIAL PROVISIONS below 71712722 (CALIFORNI 71712593 (bIId, KS, FL, pro) )08/27/11 08/01/11 08/27/12 08/01/12 X TORYLIAMTI S_ X ER E.L. EACH ACCIDENT $500,000 E.L. DISEASE - EA EMPLOYEE $500,000 E.L. DISEASE - POLICY LIMIT $ 500 , 000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Certificate Holder is named as additional insured for General Liability coverage. GERTII-IGAItHULLJtrc GILROYI - - °- - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Gilroy DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN its officers, representatives, NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL agents and employees IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 7351 Rosanna St REPRESENTATIVES. Gilroy CA 95020 AUT D n Ar_nRn M wwt)RATMN 1988 ACORD 25 (2001108) IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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 endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001103) CHUBB Liability Insurance Endorsement Policy Period AUGUST 1, 2011 TO AUGUST 1, 2012 Effective Date AUGUST 1, 2011 Policy Number 3580 -03 -20 DMO Insured AMERICAN BANCORPORATION, AMERICAN BANK OF ST. PAUL Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued AUGUST 18, 2011 This Endorsement applies to the following forms: GENERAL LIABILITY ABUSE OR MOLESTATION CLAIMS -MADE AND REPORTED Under Who Is An Insured, the following provision is added: WHO IS AN INSURED Designated Person Or Organization Any person or organization designated below is an insured; but they are insureds only with respect to liability arising out of your operations or premises owned by or rented to you. City of Gilroy, it's officers, representatives, agents and employees 7351 Rosanna Street Gilroy, CA 95020 Insurance is primary and non - contributory All other terms and conditions remain unchanged. Authorized Representative Liability Insurance ADDL INS - SCHEDULED PERSON OR ORGANIZATION last page Page i Form 80 -02 -2373 (Ed. 4 -94) Endorsement 'ACORDTM CERTIFICATE OF INSURANCE DATE (MM /DD /YY) 1 10/4/2011 Producer THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES AH &T Insurance NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES 20 South King Street BELOW. COMPANIES AFFORDING COVERAGE Leesburg, Virginia 20175 Dennis Gustafson COMPANY A Indian Harbor Insurance Company (XL) Insured COMPANY B Arch Insurance Company (ARCH) AmeriNational Community Services Inc. COMPANY American Bancorporation, C National Union Fire Insurance Company (Chartis) American Bank of St Paul 217 S. Newton Ave COMPANY D Albert Lea, MN 56007 COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE(MM /DD /YY) POLICY EXPIRATION DATE(MM /DD/YY) LIMITS LTR GENERAL LIABILITY GENERAL AGGREGATE COMMERCIAL GENERAL LIABILITY PRODUCTS— COMP /OP AGG CLAIMS MADE ❑ OCCUR PERSONAL & ADV INJURY OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE FIRE DAMAGE (Any one fire) VIED EXP (Anyone person) AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY — EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY: $ EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM $ WORKER'S COMPENSATION AND STATUTORY LIMITS EMPLOYER'S LIABILITY EACH ACCIDENT INCL THE PROPRIETOR/ DISEASE- POLICY LIMIT PARTNERS /EXECUTIVE OFF!CERS ARE: EXCL DISEASE —EACH EMPLOYEE OTHER A Management & Professional Liab. ELU122900 -11 09/24/11 09/24/12 Aggregate Limit: $5,000,000 B Excess Directors & Officers Liab. DOX0046284 -00 09/24/11 09/24/12 Aggregate Limit: $5,000,000 C Bankers Fidelity Bond 01- 174 -39 -19 09/24/11 09/24/12 Aggregate Limit: $5,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /SPECIAL ITEMS: Bankers Professional Liability & Lender Liability = $3.51VI sub -limit Employment Practices = $2.5M sub -limit Fiduciary Liability = $210 sub -limit CERTIFICATE HOLDER CANCELLATION City of Gilroy SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER 7351 Rosanna Street NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPLIES NO OBLIGATION OR LIABILITY OF ANY Gilroy, CA 95020 KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES AUTHORIZED REPRESENTATIVE Acord25- S(3/93)lOFl �Lvlm October 4, 2011 City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Re: Insurance Certificate for AmeriNational Community Services Receiver of Insurance Certificates, Please see the included Certificate of Insurance for AmeriNational Community Services, updated for the 2011- 2012 policy term. Please note that in addition to this physical copy of the certificate we are happy to also e-mail this certificate to you as a second method of delivery or during an urgent request. If you would like to have this option available, please feel free to send an e-mail to Dennis Gustafson (dgustafson @ahtins.com) or Jonathan Maio (imaio @ahtins.com). If you have other questions about the certificates, you can also communicate with your usual contacts at AmeriNational, Bobbi Hobbie (bhobbie @amerinational.net) and /or Amber Anderson (aanderson @amerinational.net). Thank you for your review and acceptance of the certificate and if you have any questions or corrections on the certificate, please do not hesitate to contact me at the contact information below. Sincerely, X'� Dennis Gustafson Senior Vice President 973 - 286 -3572 dgustafson @ahtins.com About AH &T AH &T Insurance, a national and independent firm, was founded in 1921 and is recognized as one of the "100 Largest Brokers of U.S. Business" and "Best Places to Work in Insurance" as ranked by Business Insurance magazine for 2010 and 2011. Our differentiating drivers include: tl> Knowledge: With years of experience in the underwriting, brokerage, claims, and legal fields we have assembled a team of subject matter experts obtaining the best -in -class terms and conditions. qb Leverage: We obtain the most competitive pricing by leveraging the volume of placements with the Insurance Carriers that focus on the specific size and industry of our clients. '4t, Service: As an employee owned company for over 90 years, every AH &T employee is completely vested in providing unparalleled responsiveness and professionalism. 60 Park Place, Suite 402, Newark, New Jersey 07102 • Phone 800 - 648 -4807 20 South King Street, Leesburg, Virginia 20175 • Phone 703 - 777 -2341 • Fax 703 -771 -1852 600 University Street, Suite 1300, Seattle, Washington 98101 • Phone 206 - 269 -0122 • Fax 206 - 269 -0179 www.ahtins.com OP ID: JT '4`4"7„°ROx CERTIFICATE OF LIABILITY INSURANCE F�A T 08 /09D/YYYY) 08/09/12 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 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 endorsement(s). PRODUCER 651 -426 -0607 CONTACT NAME: McNamara Company www.mcnamaracompany.com 651- 426 -5790 1330 East Highway 96 St Paul, MN 55110 Patrick K. McNamara PHONE FAX A/c No Ext : VC No): ADDRESS: PRODUCER AMER -11 CUSTOMER ID #: INSURERS AFFORDING COVERAGE NAIC # $ 1,000,00 INSURED AmeriNational Community INSURER A: Chubb Group of Ins. Co. (A + +) MED EXP (Any one person) Services Inc, American INSURER B: NAIC: 20303 $ 1,000,00 Bankcorporation, American Bank of St Paul Inc INSURER C : GENERAL AGGREGATE $ 1,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO X LOC JECT —1 217 S Newton Ave INSURER D: Mtg Prot $ 5,000,00 • Albert Lea, MN 56007 INSURER E: INSURER F: 74983745 08/01112 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. INSR LTR TYPE OF INSURANCE INSR SUB POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS • GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FxI OCCUR X Mtg Protection Gilroy, CA 95020 35800320 35800320 08101/12 08/01/12 08/01/13 08101/13 EACH OCCURRENCE $ 1,000,00 PREM DAMAGE T RENTED PREMISES Ea occurrence $ 1,000,00( MED EXP (Any one person) $ 5,00 PERSONAL & ADV INJURY $ 1,000,00 X Inc Contract Liab GENERAL AGGREGATE $ 1,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO X LOC JECT —1 PRODUCTS - COMP /OP AGG $ included Mtg Prot $ 5,000,00 • AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 74983745 08/01112 08/01/13 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,00 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ $ A UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 79813523 08/01/12 08/01/13 EACH OCCURRENCE $ 10,000,00 AGGREGATE $ 10,000,00 DEDUCTIBLE RETENTION $ 10,000 $__ $ X • • WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? ❑ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A 71712722 (CALIFORNIA) 71712593 (MN, KS, FL, MD) 08/27/12 08/01112 08/27113 08/01/13 - X OTH- T RY LIMIT ER E.L. EACH ACCIDENT $ 500,00 E.L. DISEASE - EA EMPLOYEE $ 500,00 E.L. DISEASE - POLICY LIMIT $ 500,00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Certificate Holder is named as additional insured for General Liability coverage. CERTIFICATE HOLDER CANCELLATION GILROY1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Gilroy tY y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. its officers, representatives, agents and employees AUTHORIZED REPRESENTATIVE 7351 Rosanna St Gilroy, CA 95020 ©1988 -2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD c� -ruBis Liability Insurance Endorsement Policy Period AUGUST 1, 2012 TO AUGUST 1, 2013 AUGUST 1, 2012 Effective Date Policy Number 3580 -03 -20 DMO Insured AMERICAN BANCORPORATION, AMERICAN BANK ON ST. PAUL Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued AUGUST 9, 2012 This Endorsement applies to the following forms: GENERAL LIABILITY WHO IS AN INSURED Under Who Is An Insured, the following provision is added: Designated Person Or Organization Any person or organization designated below is an insured; but they are insureds only with respect to liability arising out of your operations or premises owned by or rented to you. City of Gilroy, it's officers, representatives, agents and employees 7351 Rosanna Street Gilroy, CA 95020 Insurance is primary and non- contributory All other terms and conditions remain unchanged. Authorized Representative Q—A Liability Insurance ADDL INS - SCHEDULED PERSON OR ORGANIZATION Form 80 -02 -2373 (Ed 4 -94) Endorsement last page Page i AcoR" CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 9/26/2012 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 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 endorsement(s). PRODUCER NT CT NAME: PHONE A/C No No, Associated Insurance Agents, Inc. (AIA) 2800 Freeway Boulevard Brooklyn Center MN 55430 E -MAIL ADDRESS: I INSURERS AFFORDING COVERAGE NAIC p INSURERAJNDIAN HARBOR INS CO 6940 INSURED AMERI35 INSURERB:ESSEX INS CO 9020 INSURER C: American Bancorporation INSURER D: $ AmerlNatlonai Community Services Inc American Bank of St Paul COMMERCIAL GENERAL LIABILITY 1578 University Ave N INSURER E: DAMAGE TO RENTED PREMISES Ea occurrence St Paul MN 55104 INSURER F: $ COVERAGES CERTIFICATE NUMBER: 472385408 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. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM /DD/YYYY POLICY EXP MM /DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ CLAIMS -MADE D OCCUR PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ $ POLICY I PRO LOC AUTOMOBILE LIABILITY COMBINED L Ea accident BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS UTOS PROP idDAMAGE cen $ NON OWNED HIRED AUTOS AUTOS UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION WC STATU- I OTH- TORY LIMITS ER_ AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR /PARTNER /EXECUTIVE E.L. EACH ACCIDENT $ OFFICER /MEMBER EXCLUDED? ❑ NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT 1 $ If yes, describe under DESCRIPTION OF OPERATIONS below A B Management & Professional Liab. Bankers Fidelity Bond ELU12719612 5215PRO1391000 124/2012 /24/2012 /24/2013 /24/2013 Aggregate Limit: $5,000,000 Aggregate Limit: $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Bankers Professional Liability & Lender Liability = $3.5M sub -limit Employment Practices = $2.5M sub -limit Fiduciary Liability = $2M sub -limit rFRTIFIrOTF i4ni r1FR CANCELLATION ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Gilroy ACCORDANCE WITH THE POLICY PROVISIONS. 7351 Rosanna Street Gilroy CA 95020 AUTHORIZED REPRESENTATIVE... ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD AC40RE)® CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 10/3/2012 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 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 endorsement(s). PRODUCER NT A CT NAME: Associated Insurance Agents- Inc. PHONE 7 -549-22 A/c No :7 - 4 -22 Associated Insurance Agents, Inc. (AIA) 2800 Freeway Boulevard Brooklyn Center MN 55430 E -MAIL ADDRESS: hml i n m INSURERS AFFORDING COVERAGE NAIC # INSURERA:INDIAN HARBOR INS CO 36940 INSURED AMER135 INSURER B:E EX INS CO 39020 INSURER C: American Bancorporation AmeriNational Community Services Inc American Bank of St Paul INSURER D: COMMERCIAL GENERAL LIABILITY 1578 University Ave N INSURER E: INSURER F: PREMISES Ea occurrence St Paul MN 55104 COVERAGES CERTIFICATE NUMBER: 864861440 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. INSR LTR TYPE OF INSURANCE ADDL IN SR SUBR WVD POLICY NUMBER POLICY EFF MM /DD/ POLICY EXP MM /DDM(YY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ CLAIMS -MADE FI OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ $ POLICY PRO LOC AUTOMOBILE LIABILITY COMBINED IN L LIMI Ea accident BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS PROPERTY DAMAGE Per accident $ NON -OWNED HIRED AUTOS AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ CESS LIAB CLAIMS -MADE �DED RETENTION $ $ WORKERS COMPENSATION WC STATU- OTH- FR AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETOR /PARTNER /EXECUTIVE E.L. EACH ACCIDENT $ F-1 OFFICER /MEMBER EXCLUDED? NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE -POLICY LIMIT 1 $ If yes, describe under DESCRIPTION OF OPERATIONS below A B Management & Professional Liab. Bankers Fidelity Bond ELU12719612 215PRO1391000 /24/2012 /24/2012 /24/2013 9124120 1 3 Aggregate Limit: $5,000,000 Aggregate Limit: $5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Bankers Professional Liability & Lender Liability = $3.5M sub -limit Employment Practices = $2.5M sub -limit Fiduciary Liability = $2M sub -limit CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010/05) ©1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Gilroy ACCORDANCE WITH THE POLICY PROVISIONS. its officers, representatives, agents & employees 7351 Rosanna Street AUTHORIZED REPRESENTATIVE Gilroy CA 95020 ACORD 25 (2010/05) ©1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD