8.1. HRSR 12-03-2018
The Elk River Vision
A welcoming community with revolutionary and spirited resourcefulness, exceptional
service, and community engagement that encourages and inspires prosperity
Request for Action
To
Housing and Redevelopment Authority
Item Number
8.1
Agenda Section
Work Session
Meeting Date
December 3, 2018
Prepared by
Amanda Othoudt, EDD
Item Description
HRA Housing Rehabilitation Loan Program
Administrative Agreement with CMHP
Reviewed by
Cal Portner, City Administrator
Reviewed by
Action Requested
Discuss the HRA Rehab Owner-Occupied Housing Rehabilitation Program Administrative Agreement
with CMHP to administer the HRA housing program and provide staff direction.
Background/Discussion
At the May 5, 2014, regular meeting, the HRA approved hiring the Central Minnesota Housing
Partnership (CMHP) to serve as the HRA’s housing consultant to develop and administer an internally-
funded Elk River housing program.
The loan program is now in its fourth year and has proved to be successful.
At their July 2, 2018, budget meeting, the HRA by general consensus, agreed to continue funding the
rehabilitation loan program under contract with CMHP to administer the program.
The annual administrative agreement with CMHP is up for renewal in January. CMHP is proposing major
changes to the administrative contract. In the past, program administrative fees were drawn quarterly in
the amount of $3,750 for a total of $15,000 annually. Following are their proposed adjustments:
1. Administration costs to be paid to CMHP on a per project basis in an amount equal to 15% of
the HRA loan funds used. Administrative fee to be drawn at the time of each project completion.
2. Track staff time for non-project specific program administration activities to include general
informational meetings, city/HRA meetings, and other marketing/outreach activities not directly
related to a specific project. CMHP will charge an hourly rate of $50.00 and bill quarterly.
3. Track travel mileage of non-project specific program administration and charge the applicable
federal mileage rate and bill quarterly.
4. Track direct non-project specific program administration costs such as postage and
printing/duplication and bill quarterly.
5. A continuous contract with an added termination clause stating either party may terminate the
contract in writing with a 30-day notice.
Financial Impact
The HRA allocated $50,000 in the budget for 2019.
Attachments
2018 Administrative Agreement
2019 CMHP Proposal Letter
Comparison of costs on a $25,000 loan
Center for Energy and Environment Central MN Housing Partnership
$550 Per Loan Admin Fee (City) $3,750 (15%) Loan Administrative Fee (City)
$550 TOTAL City Fees $3,750 TOTAL City Fees
$250 (1%) Origination Fee (Borrower) $46 Recording Fee (Borrower)
$50 Doc Prep Fee (Borrower)
$9-$17 Credit Report (Borrower)
$9 Flood Cert (Borrower)
$125 O&E (Borrower)
$46 County Filing Fee (Borrower)
$10 Mortgage Recording Service Fee (Borrower)
$5 Conservation Fee (Borrower)
$60 County Mortgage Registration Tax
(Borrower)
$572 TOTAL Borrower Fees $46 TOTAL Borrower Fees
Outdoor endeavor
FINAL
Housing & Redevelopment Authority In and For the City of Elk River
Owner -Occupied Housing Rehabilitation Program
ADMINISTRATIVE AGREEMENT
THIS AGREEMENT is effective as of this 1 st day of _January , 2018, between
Central Minnesota Housing Partnership, Inc., a Minnesota non-profit corporation, located at 37
28th Avenue North, Suite 102, St. Cloud, MN 56303 (the "Administrator"), and the Housing &
Redevelopment Authority in and for the City of Elk River, Minnesota, a public body, corporate
and politic under the laws of the State of Minnesota, located at 13065 Orono Parkway, Elk River,
MN 55330 (the "HRA").
RECITALS
A. The HRA has implemented an Owner -Occupied Housing Rehabilitation Program (the
"Program") which will use HRA funds to assist in the rehabilitation of owner -occupied
single-family homes in a targeted area of city of Elk River.
B. Under the Program, the HRA will make loans to qualifying homeowners ("Loan
Applicants") to assist in the rehabilitation of their homes.
C. The Administrator has communicated with the HRA and has agreed to administer the
Program in the approved targeted area, as described in the attached Exhibit A ("Targeted
Area"), which duties shall include the Program marketing and selection of Loan
Applicants, and the loan processing and closing of loans under the Program.
D. The HRA and the Administrator desire to enter into this Agreement to establish the
obligations and responsibilities of each party with respect to the Program.
IIX"404W551ofaIl
Participation in Program. The HRA consents to the Administrator's participation in the
Program. By participating, the Administrator agrees to the (i) administration of the
Program in the Targeted Area, (ii) identification and selection of Loan Applicants and
properties, and (iii) processing and closing of loans under the Program, all of which shall
be done and performed in accordance with the provisions, terms, conditions, limitations
and requirements set forth and contained in this Agreement.
2. Administrator Responsibilities. The Administrator has the following responsibilities:
A. Marketing and recruitment of qualified Loan Applicants and properties.
B. Processing of applications to determine approval or denial of Loan Applicant.
C. Performing initial property inspections of approved properties with applicable
inspection staff.
D. Preparation of scope of work and oversight of bidding process.
E. Program loan document origination.
F. Construction project oversight, draw inspections and contractor payment requests
and project closeout.
G. Preparation and submission of quarterly Program reports to HRA.
H. Maintenance and retention of records in accordance with HRA guidelines.
3. Reservation of Funds. The HRA shall allocate $100,000 per year for the Program to be
used as loan funds to eligible Loan Applicants and Administrative Fee payments to
Administrator. The Administrator shall not make, or commit to make, any loans under the
Program in excess of this allocation without prior written approval of the HRA. The HRA
has the authority to allocate additional funds to the Program at any time during the term
of this Agreement.
4. Administrative Fees. The Administrator will receive an annual Administrative fee of
$15,000 (15% of total Program fund allocation). Administrator will submit invoices for
payment to the HRA on a quarterly basis. The first quarterly invoice of $3,750 will be
submitted after this Agreement is executed to help offset initial Program administration
expenses. If the HRA allocates additional funding to the Program during the term of this
Agreement, additional Administrative Fee amount shall be 15% of additional funding
amount. The Administrator will not be compensated separately for necessary incidental
expenses such as, but not limited to, office space, administration, lodging, food,
telephone, internet, photocopies, faxes, and computer.
5. Representations and Warranties of Administrator. The Administrator certifies,
represents, covenants and warranties as follows:
A. It is a duly constituted entity in good standing and authorized to do business in the
State of Minnesota.
B. It has legal authority to enter into, execute, and deliver this Agreement, and has
taken all actions necessary and incident to its execution and delivery thereof.
C. It shall work affirmatively to ensure that all persons, regardless of age, race, color,
creed, religion, national origin, sex, marital status, status with regard to public
assistance, disability, sexual orientation, or familial status, will be given fair and
equal opportunity to participate in the Program.
D. It has not made any materially false statements or misstatements of fact in
communication with the HRA.
91
6. Cancellation of Agreement. This Agreement may be canceled by the HRA or
Administrator at any time, with or without cause, upon thirty (30) days written notice to
other party. In the event of such a cancellation, the Administrator shall be entitled to
administrative fee payment, determined on a pro -rata basis, for work or services
performed.
7. Term of Agreement. This Agreement shall be effective as of the date first written above
and shall remain in effect until December 31, 2018, unless sooner terminated due to
project completion or in accordance with the provisions contained herein.
8. Record Keeping and Reporting. The Administrator shall supply such records and
receipts as are necessary for the HRA to verify complete and total compliance with the
Program. The Administrator shall retain all records in connection with each project and
will forward applicable files to the HRA for each project to set up loan payment schedule.
Pursuant to Minnesota Statutes § 16C.05, Subd. 5, the Administrator agrees that the
books, records, documents, and accounting procedures and practices of the Administrator
that are relevant to or arise as a result of the Administrator's performance under this
Agreement, are subject to examination by the HRA and the state auditor or legislative
auditor for a minimum of six years. The Administrator shall maintain such records for a
minimum of six years after final payment.
9. Data Practices. The Administrator agrees, with respect to any data that is possesses
regarding the Program, to comply with all of the provisions and restrictions contained in
the Minnesota Government Data Practices Act (Minn. Stat. Ch. 13).
10. Liability. The Administrator and the HRA agree that they will be responsible for their
own acts and omissions and the results thereof to the extent authorized by law, and they
shall not be responsible for the acts and omissions of the other party and the results
thereof. Nothing in this Agreement shall constitute a waiver or limitation of any
immunity or limitation on liability to which the HRA is entitled. The parties agree that
these indemnification obligations will survive the completion or termination of this
Agreement.
11. Relationship of the Parties. The Administrator is an independent contractor. Nothing
contained in this Agreement is intended or should be construed in any manner as creating
or establishing the relationship of co-partners or a joint venture between the parties
hereto, nor shall the Administrator be considered or deemed to be an employee of the
HRA in the performance of this Agreement. The Administrator' duties will be performed
with the understanding that Administrator has special expertise as to the services which
the Administrator is to perform and is customarily engaged in the independent
performance of the same or similar services for others.
3
12. Compliance with Laws. The Administrator shall exercise due professional care to
comply with applicable federal, state and local laws, rules, ordinances and regulations in
effect as of the date of this Agreement.
13. Attorney Fees. In the event of any action to enforce or interpret this Agreement, the
prevailing party shall be entitled to recover from the losing party reasonable attorney fees
incurred in the proceeding, as set by the court, at trial, on appeal or upon review.
14. Entire Agreement. This Agreement, the HRA Owner -Occupied Housing Rehabilitation
Program Policies And Procedures attached hereto as Exhibit B, and any other exhibits,
and any addenda or amendments signed by the parties shall constitute the entire
agreement between the HRA and the Administrator, and supersedes any other written or
oral agreements between the HRA and the Administrator. This Agreement can only be
modified in writing signed by the HRA and the Administrator.
15. Third Party Rights. The parties to this Agreement do not intend to confer on any third
party any rights under this Agreement.
16. Choice of Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the state of Minnesota. Any disputes, controversies, or
claims arising out of this Agreement shall be heard in the state or federal courts of
Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of
these courts, whether based on convenience or otherwise.
17. Conflict of Interest. The Administrator shall use reasonable care to avoid conflicts of
interest and appearances of impropriety in performance of this Agreement with the HRA.
In the event of a conflict of interest, Administrator shall advise the HRA and either secure
a waiver of the conflict or advise the HRA that it will be unable to provide the requested
services.
18. Work Products and Ownership of Documents. All records, information, materials and
other work products, including, but not limited to the completed reports, drawings, plans,
and specifications prepared and developed in connection with the provision of services
pursuant to this Agreement shall become the property of the HRA, but reproductions of
such records, information, materials and other work products in whole or in part may be
retained by the Administrator.
19. Amendments. Any amendments to this Agreement shall be in writing, and shall be
executed by the same parties who executed the original contract or their successors in
office.
20.Insurance. The Administrator will maintain insurance coverage for: Worker's
Compensation (statutory limits), General Liability, Automobile Liability, Professional
Liability, and Excess or Umbrella Liability in an amount of not less than $1,500,000.00
per occurrence, and will provide information as to specific limits upon receipt of signed
Agreement. The Administrator shall provide HRA with a current certificate of liability
n
insurance for all insurance coverage referenced above. Such certificate of liability
insurance shall list the HRA as an additional insured and contain a statement that such
policies of insurance shall not be canceled or amended unless thirty (30) days written
notice is provided to the HRA, or ten (10) days written notice in the case of non-payment.
21. Assignment. Neither HRA nor Administrator shall subcontract or assign this Agreement
or any rights under or interest in this Agreement, in whole or in part, without the other
party's prior written consent. Any assignment in violation of this provision is null and
void.
22. Waiver. No waiver of any provision or of any breach of this Agreement shall constitute
a waiver of any other provisions or any other or further breach, and no such waiver shall
be effective unless made in writing and signed by an authorized representative of the
party to be charged with such a waiver.
23. Severability. In the event that any provision of this Agreement shall be illegal or
otherwise unenforceable, such provision shall be severed, and the balance of the
Agreement shall continue in full force and effect.
24. Authorized Agents. The HRA's authorized agent for purposes of administration of this
contract is the of the HRA, or its designee. The Administrator's authorized
agent for purposes of administration of this contract is the Executive Director, and this
Agreement shall be performed by or under his/her supervision.
25. No Discrimination. The Administrator agrees not to discriminate in providing products
and services under this Agreement on the basis of race, color, sex, creed, national origin,
disability, age, sexual orientation, status with regard to public assistance, or religion.
Violation of any part of this provision may lead to immediate termination of this
Agreement.
(THE REMAINING PORTION OF THIS PAGE IS INTENTIONALLY LEFT BLANK.)
41
IN WITNESS WHEREOF, the HRA and the Administrator have caused this
Administrative Agreement to be executed by their duly authorized representatives in duplicate on
the respective dates indicated below.
Ce tral Minnesota Housing Partnership, Inc.
By:
A
Its: Dly�-C�by-
Date: i'Z" I I K � i `i
Housing & Redevelopment Authority in and for
the City of Elk River, Minnesota
By:
Its: 4dk o l ffi v
Its: E�-(CtA�iVt NVYqLZV
Date: I 1 �1 111
Co
.. central Minnesota
• • HOUSING PARTNERSHIP
Amanda Othoudt, EDFP
13065 Orono Parkway
Elk River, MN 55330
RE: Elk River HRA Homeowner Rehabilitation Program
Dear Amanda:
37 28th Avenue North Suite 102
St. Cloud, MN 56303-4242
Phone: 320.259.0393
Fax: 320.259.9590
www.cmhp.net
As a follow up to our earlier phone conversation I have put together a list of proposed changes to our
HRA Homeowner Rehabilitation Program Administration contract. I have attached a copy of the current
contract for reference.
The current contract is based on an annual funding allocation of $100,000.00 to the rehabilitation
program, with 15% of the total allocation earmarked for program administration fees paid to CMHP.
Program administration fees were to be drawn on a quarterly basis in the amount of $3,750.00. Because
annual allocations may adjust from year to year, as well as loan repayments revolving back into available
program funds, we propose the following adjustments to program administration fees paid to CMHP:
1. Administration costs are to be paid to CMHP on a per project basis in an amount equal to 15% of
the HRA loan funds used. Administration fee to be drawn at the time of each project completion.
2. CMHP will track staff time for non -project specific program administration activities, to include:
general information meetings, city/HRA meetings, other marketing and outreach activities not
directly related to a specific project. CMHP will charge an hourly rate of $50.00 and bill
quarterly.
3. CMHP will track travel mileage of non -project specific program administration and charge the
applicable Federal mileage rate and bill quarterly.
4. CMHP will track direct non -project specific program administration costs such as postage and
printing/duplication and bill quarterly.
We also propose the new contract to be continuous, with an added termination clause stating either party
may terminate the contract in writing with a 30 day notice required. Thank you for your consideration in
these matters, and we look forward to hearing back from you.
Thank you,
Ed Z' y
Program Manager
Enclosures
Cc: file
A MINNESOTA MN TDD I I I
NONPROFIT CORPORATION v EQUAL OPPORTUNITY EMPLOYER
Othoudt, Amanda
Subject: FW: Follow Up
Attachments: City of Elk River (DRAFT).doc; GUIDELINES (DRAFT) Elk River.doa; CEE-Residential Loan-
Application.pcif; Loan Servicing Contract Template - Final.docx; Loan Servicing Contract
Exhibit A Duties Template - Final Draft.doa; Loan Servicing Contract Exhibit B Pricing
Template - Final Draft.doa
Amanda M. Othoucl EDFP
City of Elk River — Economic Development Director
13065 Orono Pukway, Elk River, MN 55330
763.635.1042 E1 R-werMN.eoc
From: Jim Hasnik fmailto1basnikComnoee.org1
Sent: Saturday, December 1, 2018 11:24 AM
To: Othoudt, Amanda
Cc: Ryan Ellis
Subject: Re: Follow Up
Hello Amanda,
You're welcome and thanks for reaching out. I've attached a copy of a contract (includes cost) and a
sample of the guidelines based on what you sent. I've highlighted some areas for discussion in the
contract and guidelines.
We do use a generic application (attached) for all of our programs and would of course have a link on
our website and get you that for your site. We try and make all of our programs as easy as possible
for everyone and the only things that I see in the 2018 Program manual that we don't do are:
• We dont send an initial approval letter, but do all of the required TRID documents; Loan
Estimate and Closing Disclosure
• The "Suitability for Rehabilitation" piece. If a home is homesteaded, occupied and in Elk River
it would be an eligible property
• Is there a form that you have the borrower sign for the "Nuisance Standards". If so, we would
just add that to the loan closing package
• Some of the city programs have a Last Resort/Emergency Deferred Program, but not sure
what the "Housing Replacement Cost" section refers to. Is this something that we would bring
to you for approval if a borrower doesn't qualify due to Debt -to -Income, Equity, etc?
• Would not adjust with the Prime Rate, but upon contract renewal or amendments
• The improvements are pretty straight forward, but would recommend including Air Conditioning
and Driveways/Sidewalks
• Would not do HOS inspection or Lead Paint Risk Assessment. You could subcontract this part
out, but if the funds are not Federal and don't require this it does slow the process down
substantially.
• We don'trequire a Contractors Application Form, but could incorporate your Contractor
Contract. We do send an acknowledgement form to the borrower/contract to sign and verify
their understanding of the disbursement process and issue a commitment letter at closing.
• No scope of work prepared or bid solicitation. It is the borrowers responsibility to get the bids
and we will verify they are properly licensed. Most of our programs have moved to only
requiring 1 bid
• Not based on lowest bid
• We typically allow 120 days to get work done, but can make that 90 and work with borrowers if
extensions are needed
• See guidelines, but no payment schedule established. We would disburse upon completion of work and
verification it's been inspected.
• For accounting, we would invoice monthly for loans closed and escrow for disbursement after projects
are complete. If a project is completed prior to monthly invoicing CEE fronts the funding to get the
contractor paid.
• Borrowers monthly payments start one month from loan closing, even if all projects are not complete
Please let me know if you have any questions. It looks like we would have quite a few changes to the loan
process, but we have found that these programs have been very customer friendly. We can get loans processed
and closed in a very timely manner.
It was great to talk to you and to get you this information to start discussions. I definitely understand if some of
our processes don't fit with what the HRA has done or wants to do, but iPs always good to look at options.
Thanks again and let me know what questions you may have. I've also enclosed our new Loan Servicing
Contract as well and ce'd our Contract Manager.
Jim
Jim HasnikI enci^q.enter
Director of Lending Services : 612-3355885
Center for Energy and Environment
212 Third Avenue North, Suite 560 1 Minneapolis, MN 55401
ItSal n7'_ -335-i38? www.mnlrndinacenmr ore
On Fri, Nov 30, 2018 at 3:23 PM Othoudt, Amanda <AOthoudt(a)elkrivermngov> wrote:
Jim
Thank you so much for your time today. Please find the attached documents for the Housing Rehab Loan
Program that CMHP currently administers.
Have a great weekend)
Amanda M. Othoudt, EDFP
City of Elk River — Economic Development Director
13065 Orono Parkway, Elk River, MN 55330
763.635.1042 ElkRivctMN.eov
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Center for Energy and E nvironmen.
Application Instructions
To Apply, please submit the following:
1. Completed and signed application.
o The application must include all household residents who
have an ownership interest in the property and whose
income and credit history are being relied upon to qualify
for the loan requested.
2. Signed and dated Authorization and Release form
3. Signed and dated USA Patriot Act Information Disclosure
4. A copy of your government issued ID(s) with a photo (ie: drivers license)
5. Proof of Income
o If you are employed: submit your two most recent,
consecutive pay stubs showing year-to-date information
o A copy of your most recent W2
o If you are retired: submit a copy of your social security or
pension award letter
o If you are self-employed: submit your past two years 1040
Federal tax returns, including all schedules
o Note: additional documentation may be requested by CEE
personnel
6. At least 1 bid for each project
o The contractor must include the energy efficiency, Energy
Star rating, U -Factor, etc. on the bid
Improvements may NOT begin prior to closing your loan with CEE
A copy of CEE's information sharing practices and privacy policy is attached for
your records. This form does not need to be signed or returned.
Completed applications may be retuned:
By fax: 612-335-2650
By mail: 212 3r° Ave N, Suite 560, Minneapolis MN 55401
By email: loaninfo@mncee.ore (please note: documents sent via email may not be secure)
Application for Credit
Center for Energy and Environment ("CEE"
This applicenon is to be romplood by the applican without the leaders assistance and is required to determine climbility, fnanc
or fiing.
Applicants should complete this fort a"Applicant" or' Co-Jphcanl" as applicable. Co-Applicaut information must also ee provided when the
come or asuce of a person other than the Applicant (inclluding the Applicant's spousewill he used as a basis for qualification and/or
Apayment of the loan or grant beiag requested.
porton ofthe informunon requested an this credit application is classified as "psivatc dare on individuate" under Minnewta Statute 462A.065.
Use of the dare is limited to that neremary for the administration and mnnngement of this yyrgmm by CEE personnel, those under contract with
CEE that bave a need to know this information, and other governmental agencies when anthonaed by stem statute m federal law.
Section l: Terms Recluested
Amount $ Term (No. of Months)
How did you learn about CEE?
Section 2: Property Information
Property Address (where work will be performed):
Street:
City: Zip:
County:
Name of Neighborhood (if Applicable):
Norther of Dwelling Units:
O 1 -unit O 2 -unit D 3 -unit D 4 -unit D Other
Date of Birth
Year Built:
Month and Year Purchased:
# and Ages of Dependants
Purchase Price: $
Describe the Improvements to be made:
Home Phone
Gas Company Name:
Work Phone
Electric Company Name:
Section 3: Applicant Information
Applicant Name (include Jr/Sr if applicable)
Co -Applicant Name (include Jr/Sr if applicable)
Social Security Number
Date of Birth
Social Security Number
Date of Birth
D Married D Separated
D Unmarried (includes single, divorce, widowed)
D Married D Separated
D Unmarried (includes single, divorce, widowed)
# and Ages of Dependants
# and Ages of Dependants (if different than Applicant)
Home Phone
Home Phone
Work Phone
Work Phone
Mobile Phone
Mobile Phone
Email
Email
Present Address (if different than property address)
Present Address (if different than property address)
Previous Address (if less than 2 years at current)
D Own D Rent How Long?
Previous Address (if less than 2 years at current)
D Own D Rent How Long?
I of 5
on r cEE- Iiusu 11-11
Seeflnn 4: Income / Emnlovment
Name & Address of Employer
Ye/Mos asstsJobName
Yrs in mu ina Of.,l,
& Address of Employer
m n oris lob
m m Wil line of work
Position/Title
PositionfFitle
❑
/ltasp/nYa4 isr renrpoetrionfnr fus Man lyears,ort(eurrsndYemployedin mon than anepasirien, romplem rhelollo,Wna:
Name & Address of Employer
Y os+t t is lob
Name & Address of Employer
Yrslhdoa at mis to
snit is linen work
Yrs in mis into wa
Position/Title
Position/Tide
Gross Monthly Income s-.
Applicant
Co -Applicant
$
Base Income
$
$
Overtime
$
$
Bonuses
$
S
$
Commissions
$
S
Dividends / Interest
$
$
Social Security / Pension
$
$
Net Rental Income
$
S
Self -Employed Income
$
S
Other :
$
$
TOTAL
I $
I S
I Self Employed Apphcanm: sen Malayan appucann wm oe reaunen TO provme aaamonm uacumemaaaon sm.a m wx ae,mm. aaa M-1,
2 oother
r
2 ifthe A May tncfude such Wings net
unemployment, have
alimony, child suppon or is loan: maintrnentt, which income need not be
revealed ifthe Applicant/Co-Applicant does na choose to have n considered fa repaying this loan:
Dearne, Other Type offncome- Applicant Monthly Amount
hoscass, Other Type of Income -Co-Applicant Monthly Amount
Amount Owed(Bafantt)
Monthly Payment
$
$
Section 5: Credit History / Debts
List till cunrnt obligations including mortgage loans, installment loans!such as auto and atudent loans), revolving charge in debts to
inala eetof peparif..,orry
banks or fimence wmpaniea and govemmem agencies. Us,adddo
To Whom Initialed
Amount Owed(Bafantt)
Monthly Payment
Chesk If limmiea
1st Mortgage-:
❑
2nd Mortgage:
❑
$
$
❑
-Omar Real Esmte Owne (provide proPelry, address
❑
emeaf Lender):
$
$
it on] east¢ tism and nmddm1 em000a disammY arc nm mcmand mane mortgage piryincin aovuo, u0., v,mn=
$ taxes per yen $ insurance per year
2 of
C£e, cEe_nsym,on I",
Thou questions apply to all applicants. Vyyrorou answer "yes"to question 1-5, please provide a cannot explanation, including the circumstances
and dates. Use separace piece ofpaper sfnecessary.
Applicant Co-Apithcant
Yes No Yes No
1: Arc there any ouotandingiudgments a liens against you? 171 11 0 0
2: Have you declared bankruptcy (Chapter 7 or 13) within the last 36 Months? El 13 El 13
3: aveyou any property ancose upon or given title or decd -in -lieu therw int -peat
0 13 13 0
a: Are you a w -maker or endorser of a note shat is nut included in the ab., listed debit? 13 11 11 0
5: Arc you obligated to pay alimony, child support or separate maintrnancc?13 El El
6. Do you intend to occupy this property (at (rest one unit) as your prises, residence?
7. Are you a U.S. citiun?
S. Are you a pemseneot resident alien?
Explanation:
Section 6: Information for government Monitoring Purposes
Applicant
Co -Applicant
❑ I do not wish to furnish this information
❑ I do not wish to famish this information
Ethnicity:
❑ Hispanic or Latino
p
Ethnicity:
❑ Hispanic
❑ Mexican
❑ Mexican
❑ Puerto Rican
❑ Puerto Rican
❑ Cuban
❑ Cuban
❑ Other Hispanic or Latino
❑ Other Hispanic or Latino - enter race
❑ Not Hispanic or Latino
❑ Not Hispanic or Latino
Race:
❑ American Indian or Alaskan Native
Race:
❑ American Indian or Alaskan Native
❑ Asian
❑ Asian
❑ Asian Indian ❑ Korean
❑ Asian Indian ❑ Koreon
❑ Japanese ❑ Filipino
❑ Japanese ❑ Filipino
❑ Chinese ❑ Vietamese
❑ Chinese ❑ Vietamese
❑ Other Asian
❑ Other Asian
❑ Black or African American
❑ Black or African American
❑ Native Hawaiian or Other Pacific Islander
❑ Native Hawaiian or Other Pacific Islander
❑ Native Hawaiian
❑ Native Hawaiian
❑ Guamanian or Cbamonm
❑ Guamanian or Chamorro
❑ Samoan
❑ Samoan
❑ Other Pacific Islander - enter race
❑ Other Pacific Islander -enter race
❑ White
❑ White
Sex: ❑ Male ❑ Female Sex: ❑ Male ❑ Female
To be completed by Lender
This information was provided by:
❑ In a face-to-face interview ❑ In a telephone interview
❑ By the applicant and submitted by fax or mail ❑ By the applicant and submitted via email or the Internet
3 of 5
fEEIfEE�Irc>tuel0.lB
Acknowledgments and Agreements
I agree to, acknowledge, and represent the following statements to CEE (this includes CEEB agents, service
providers, and any of their successors and assigns), and to other participants in the loan or grant applied for
(including any actual or potential source of funding, any actual or potential owner of the loan or acquirer of any
beneficial or other interest in the loan, any guarantor, servicer or service provider on the transaction, and any of
their successors and assigns).
By signing below, I agree to, acknowledge, and represent the following statements about:
(1) The complete information for this application.
The information I have provided in this application is true, accurate, and complete as of the date I signed this
application. If the information I submitted changes or I have new information before the closing of the transaction,
I must change and supplement this application. CEE and other participants in the loan or grant applied for may rely
on the information contained in the application before and after closing of the transaction. Any intentional or
negligent misrepresentation of information may result in the imposition of civil liability on me, including monetary
damages, if a person suffers any loss because the person relied on any misrepresentation that I have made on this
application, and/or criminal penalties on me including, but not limited to, fine or imprisonment or both under the
provisions of federal law (I8 U.S.C. 1001 et seq.).
(2) Electronic records and signatures.
CEE and other participants in the transaction may keep any paper record and/or electronic record of this application,
whether or not the transaction is approved. If this application is created as (or convened into) an "electronic
application", I consent to the use of "electronic records" and 'electronic signatures" as the terms are defined in and
governed by applicable federal and state electronic transaction laws. I intend to sign and have signed this
application either using my: (a) electronic signature; or (b) a written signature and agree that if a paper version of
this application is converted into an electronic application, the application will be an electronic record, and the
representation of my written signature on this application will be my binding electronic signature. I agree that the
application, if delivered or transmitted to CEE or other participants in the loan or grant applied for as an electronic
record with my electronic signature, will be as effective and enforceable as a paper application signed by me in
writing.
(3)Delinquency.
CEE and other participants may report information about my account to credit bureaus. Late payments, missed
payments, or other defaults on my account may be reflected in my credit report and will likely affect my credit
score.
(4) Use and sharing of information.
I understand and acknowledge that CEE and other participants in the loan or grant applied for can obtain, use, and
share the application, a consumer credit report, and related documentation for purposes permitted by applicable
laws.
(5) Eligibility.
I am not a spouse, child, parent, sibling or spouse of a sibling of a CEE director, officer or employee, nor do I hold
any of the aforementioned positions.
(6) Security interest.
If I have applied for a loan, the loan may be secured by a mortgage or deed of trust which provides CEE a security
interest in the property described in this application.
4 of
<aeicaa_pgru.uoniwie
Section 7: Signatures
Type of Credit Requested: (Important! Check and Initial the appropriate boxes below):
❑ Individual Credit (Relying solely on my income or assets) (Initials)
❑ Joint Credit (Relying on my income and assets as well as that of someone else) (Initials)
(Applicant) Date
(to be completed by CEE)
TIL and NMLSR ID
Loan Originator Company Name
Loan Originator Company NMLSR ID
5 of 5
(Co -Applicant) Date
Loan Originator Individual Name
(as name appears on NMLSR)
Loan Originator Individual NMLSR ID
(ifappbcable)
CEE / CFE_Applo2v/ 9.IP
AUTHORIZATION AND RELEASE
1/We have applied for a loan or grant through the Center for Energy and Environment (CEE). As part of
the application, origination, processing, underwriting, closing and post -closing quality control review of the
proposed loan or grant, CEE and/or other parties involved in the application, origination, processing,
underwriting, closing or post -closing quality control review of the proposed loan or grant may verify
information contained in my/ora loan or grant application and in other documents required in connection
with the applied -for loan or grant, and may disclose information and/or documents provided or obtained
through this process to other parties for purposes related to the proposed loan or grant or the improvements
for which the proposed loan or grant is sought.
Accordingly, 1/we hereby authorize, without reservation, any person or entity contacted by CEE or such
other parties involved in the loan or grant approval or review process to furnish any and all information and
documents that may be required for verification purposes in connection with the loan or grant 1/we have
applied for or obtained, including, without limitation, any and all information and documents concerning
my/ora social security number(s), credit history, employment history, employment status, income, assets,
debts, financial account balances and history, mortgage loan and payoff information, education, motor
vehicle reports, income tax remms, professional licensures, military records, and other requested records
held by any local, state or federal agency.
We agree that said information and documents may be obtained from any source, including without
limitation any local, state or federal agency, consumer credit reporting agency, employer, creditor,
depository, mortgage holder, financial institution, licensing board, or association, and hereby release any
such person or entity from any and all liability for furnishing such information and documents to CEE or
other involved parties.
I/We further authorize CEE, without reservation, to disclose information and documents provided to or
obtained by CEE through the loan or grant process to any third party, or any agent or employee thereof, for
purposes of the loan or grant for which I/we have applied or the improvements for which the proposed loan
or grant is sought, and hereby release CEE from any and all liability for furnishing such information and/or
documents to such parties for such purposes.
A copy of this authorization and release bearing a copy of the signature(s) of the undersigned may be
deemed to be equivalent of the original and may be treated and used as a duplicate original.
Applicant's Signature Date
Printed
Applicant's Social Security Number
Co -Applicant's Signature
Printed
Co -Applicant's Social Security Number
Date
USA Patriot Act Information Disclosure
Important Information about Application Procedures
Center for Energy and Environment
2123 Id Avenue North, Suite 560
Minneapolis, MN 55401
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all
financial institutions to obtain, verify, and record information that identifies every customer.
What this means to you: When you apply for a loan, we will ask for your name, address, date of birth, and other
information that will allow us to identify you. We will ask to see your driver's license or other identifying
documents.
WJe acknowledge that I/we received a copy of this disclosure.
Date
NON -AGENCY DISCLOSURE
CENTER FOR ENERGY AND ENVIRONMENT IS NOT ACTING AS YOUR
AGENT IN CONNECTION WITH OBTAINING A RESIDENTIAL
MORTGAGE LOAN. WHILE WE SEEK TO ASSIST YOU IN MEETING
YOUR FINANCIAL NEEDS, WE CANNOT GUARANTEE THE LOWEST OR
BEST TERMS AVAILABLE IN THE MARKET.
By my/our signature(s) below. I/we acknowledge receipt of the foregoing disclosure, and further acknowledge that
I/we have read it and understand what it means.
Date
Date
c[si�wo_naercyyo. �e-��
cee�'
Center for Energy and Environment
MMWHAT DOES CENTER FOR ENERGY AND ENVIRONMENT (CEE)
DO WITH YOUR PERSONAL INFORMATION?
Financial companies choose how they share your personal information. Federal law gives consumers
the right to limit some but not all sharing. Federal law also requires us to tell you how we collect,
share, and protect your personal information. Please read this notice carefully to understand what we
do.
The types of personal information we collect and share depend on the product or service you
have with us. This information can include:
■ Social Security number and income
■ Account balances and payment history
■ Credit history and employment information
When you are no longer our customer, we continue to share your information as described in this
notice.
All financial companies need to share customers' personal information to run their everyday
business. In the section below, we list the reasons financial companies can share their customers'
personal information; the reasons CEE chooses to share; and whether you can limit this sharing.
CEE
For our everyday business purposes
such as to process your transactions, maintain your
Yes
No
account(s), respond to court orders and legal
investigations, or report to credit bureaus
For our marketing purposes—
Yes
No
to offer our products and services to you
For joint marketing with other financial companies
No
We don't share
For our affiliates' everyday business purposes—
No
We don't share
information about your transactions and experiences
For our affiliates' everyday business purposes—
No
We don't share
informalion about your creditworthiness
For nonaffiliates to market to you
No
We don't share
855-296-5626
03/2012
Who is providing this notice?
How does CEE
protect my personal information?
How does CEE
collect my personal information?
Center for Energy and Environment
To protect your personal information from unauthorized access and use,
we use security measures that comply with federal law. These measures
include computer safeguards and secured files and buildings.
We collect your personal information, for example, when you
■ Apply for a loan or give us your income information
■ Apply for financing or give us your employment history
■ Provide your mortgage information
We also collect your personal information from others, such as credit
bureaus, affiliates, or other companies
Why can't I limit all sharing? Federal law gives you the right to limit only
■ sharing for affiliates' everyday business purposes—information
about your creditworthiness
■ affiliates from using your information to market to you
■ sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to
limit sharing.
Affiliates Companies related by common ownership or control. They can be
financial and nonfinancial companies.
■ CEE does not share with our affiliates
Nonaftiliates Companies not related by common ownership or control. They can be
financial and nonfinancial companies.
■ CEE does not share with nonaffiliates so they can market to you
Joint Marketing A formal agreement between nonaffiliated financial companies that
together market financial products or services to you.
■ CEE does not jointly market
03/2012
LOAN ORIGINATION AGREEMENT
This LOAN ORIGINATION AGREEMENT ("Agreement") is made by and between the ELK RIVER
HOUSING and REDEVELOPMENT AUTHORITY, with offices at 13065 Orono Parkway, Elk River, MN
55330 ("Authority"), and CENTER FOR ENERGY AND ENVIRONMENT, with offices at 212 3rd Avenue
North, Suite 560, Minneapolis, Minnesota 55401 ("CEE").
RECITALS
A. The Authority has a need for certain professional services and desires to retain CEE to
provide said services, all subject to the terms and conditions contained in this
Agreement.
B. CEE is qualified to provide the desired professional services and desires to provide said
services for the Authority, all subject to the terms and conditions contained in this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained in this
Agreement, the parties agree as follows:
1. Services/Scope of Work
1.1 CEE shall in conjunction with the Authority develop and deliver the City of Elk
River Home Improvement Loan Program (hereinafter the "Program") and more fully
described in Exhibit A attached hereto. All activities delivered under the Program
shall be coordinated with the Authority's designated Economic Development
Director, Amanda M. Othoudt.
1.2 CEE shall assist the Authority staff in marketing the Program. CEE shall insure that
the Authority's sponsorship of the program is a prominent part of any marketing
effort. (optional)
1.3 The funding source is exclusively from the Authority and the program will be
referred to as the Authority Funded Program.
2. Compensation
2.1 The Authority shall compensate CEE for services provided under this agreement
according to the following schedule and more fully described in Exhibit B attached hereto:
Loan Set Up Fee
$1,500
The Authority shall pay CEE a one time loan set-up fee. This shall compensate CEE for
time and labor to create the loan program.
Loan Oriaination Fee
$550.00
The Authority shall pay CEE an Origination Fee for each loan closed using the Authority
Funded Program. The Origination Fee shall compensate CEE for assisting borrowers with
CONTRACT between Elk River Housing and Redevelopment Authority and CENTER FOR ENERGY AND ENVIRONMENT Page 1
loan applications, preparation of loan documents, loan closing and other direct costs of
processing loans. Mortgage filing, title work, credit report, flood and other applicable
closing costs shall be paid by the borrower. CEE shall provide a copy of closing
documents including the loan note and mortgage as documentation of the loan
closing.
Remodelina Advisor Visit Fee(RAV)
Hal
CEE will provide City of Elk River homeowners with rehabilitation counseling services to
assist in evaluating projects, bids and how to move forward with their project. The visit
fee is for each site visit or trip to the property. Phone calls, emails and other forms of
communication are included in the fee. (This is something that we do for other cities
and subcontract. Cost is usually $225, but would want to talk to our contractor (former
CEE employee) to see what the cost would be due to distance).
Post Installation Inspection Fee (Pill
$TBD
The Authority shall pay CEE a fee for each post installation inspection completed. The
inspection shall be performed by CEE whenever the project does not require a building
permit to verify the work was completed. Same as above, an option may be to have
city inspections also inspect all projects and not only projects that require a permit.
Annual Administrative Fee
$500.00
This shall be due January 1:t of each calendar year the contract is in effect.
The Authority shall compensate CEE only for services completed.
Upon request, CEE will provide marketing services for the following fees:
CEE Labor $TBD
Hourly rates are inclusive of all overhead expenses and will be charged only for hours
directly related to marketing. CEE will be reimbursed by the Authority for any non -labor,
out-of-pocket expenses, relating to these services on a dollar -for -dollar basis with no
mark-up.
2.2 CEE shall invoice the Authority not more than two times each month for the principal
of loans and administrative fees. The Authority shall pay CEE within 20 days of receipt of
the invoice.
3. CLIENT's Obligations
3.1 If requested by CEE, the Authority shall make reasonable efforts to respond
promptly to requests from CEE for information and approvals regarding the
services to be provided under this Agreement.
CONTRACT between Elk River Housing and Redevelopment Authority and CENTER FOR ENERGY AND ENVIRONMENT Page 2
3.2 If requested by CEE, the Authority shall make reasonable efforts to obtain
information and or permission for access from clients which may be necessary
for CEE to provide the services under this Agreement.
3.3 The Authority shall provide sufficient funding to fund eligible Authority funded
loans. The Authority shall determine the amount of funds allocated to the
Program.
3.4 The Authority shall establish eligibility for the Authority Funded Program and shall
provide these criteria in writing to CEE prior to commencement of any
marketing efforts.
3.5 The Authority shall make reasonable efforts to respond promptly to requests from
CEE for information and approvals regarding the services to be provided under
this Agreement.
4. CEE's Obligations
4.1 CEE shall use its best efforts to provide services under this Agreement in a
professional manner consistent with the care and skill used by reputable
members of CEE's profession.
4.2 CEE, and all of its employees or agents, shall comply with all statutes,
ordinances, rules, regulations and other laws applicable to the provision of
services under this Agreement.
4.3 CEE shall secure all permits and licenses required for performance of the
services under this Agreement.
4.4 CEE shall not engage in discriminatory employment practices against any
employee or applicant for employment and shall in all respects comply with all
federal, state and local laws, regulations and orders, including without limitation,
Chapter 363 of the Minnesota Statutes, as amended from time to time. Failure
to comply with the provisions hereof shall be deemed a material default under
this Agreement.
5. Term and Termination
5.1 Unless earlier terminated as provided in the following paragraphs, this
Agreement shall become effective on TBD, and continue through TBD
5.2 This Agreement may be terminated by either party, for any reason or no reason,
immediately upon written notice to the other party. In the event this Agreement
is terminated by CEE prior to the expiration of the term set forth in paragraph
5.1, the Authority shall compensate CEE for all services delivered up the date of
termination and CEE shall provide the Authority with such information as the
Authority may request regarding the status of the Authority Funded Program.
5.3 Any termination of this Agreement shall not release either party from their
respective obligations under sections 7 and 8 of this Agreement.
CONTRACT between Elk River Housing and Redevelopment Authority and CENTER FOR ENERGY AND ENVIRONMENT Page 3
6. Insurance
7
91
6.1 During the term of this Agreement, CEE will obtain and maintain insurance in the
amounts listed below:
General Liability $2,000,000
Automobile Liability $1,000,000
Excess Liability $1,000,000
Workers Compensation
Liability and Indemnification
Aggregate Limit
Combined Single Limit
Aggregate Limit
Statutory Limit
7.1 CEE represents that the services to be provided under this Agreement are
reasonable in scope and that CEE has the experience and ability to provide the
services.
7.2 CEE warrants that any services provided hereunder shall be done in a
professional and workmanlike manner.
7.3 CEE shall indemnify, defend and hold harmless Authority and its officers,
directors, employees and agents from and against any and all claims,
damages, losses, injuries and expenses (including attorneys' fees and damages
for death, personal injury and property damage) which Authority may incur as a
result of any act or omission by CEE in providing services under this Agreement.
7.4 Authority shall indemnify, defend and hold harmless CEE and its officers,
directors, employees and agents from and against any and all claims,
damages, losses, injuries and expenses (including attorneys' fees and damages
for death, personal injury and property damage) which CEE may incur as a
result of any act or omission by Authority in discharging its duties under this
Agreement.
Confidentiality
Unless otherwise agreed by Authority in writing, CEE shall maintain in confidence and
not disclose to any third party any information obtained regarding the Authority
and/or any of Authority's clients for which CEE is providing services; provided,
however, that this obligation to maintain confidentiality shall not apply to:
a) Information in the public domain at the time of disclosure;
b) Information which becomes part of the public domain after disclosure
through no fault of CEE; or
c) Information which CEE can demonstrate was known by it prior to the date
of this Agreement.
Notwithstanding the foregoing, CEE shall be entitled to disclose the documents or client
information covered by this paragraph to governmental authorities to the extent CEE
CONTRACT between Elk River Housing and Redevelopment Authority and CENTER FOR ENERGY AND ENVIRONMENT Page 4
reasonably believes it has a legal obligation to make such disclosures and to the extent
CEE reasonably deems to be necessary; provided, however, that if CEE believes that any
such disclosure is required by law, it shall provide advance notice to the Authority to
provide the Authority with a reasonable opportunity to attempt to obtain an injunction or
other protective order preventing such disclosure.
Relationship of Parties
CEE will provide services as an independent contractor under this Agreement.
Neither CEE, nor any of its employees or agents, shall be considered employees of the
Authority for any purpose, and neither shall CEE be eligible for any compensation or
benefits which the Authority may provide to its employees from time to time. CEE shall
be solely responsible for all employment and other taxes applicable to providing
services hereunder, and the Authority will not withhold any taxes or contributions from
the compensation payable to CEE under this Agreement.
10. Notices
All notices, requests, demands and other communications required to be given in
writing under this Agreement shall be given to the other party in person or by mail as
provided in this section. If delivered personally, notice shall be deemed to have been
duly given on the date of delivery. If delivered by mail, such notice shall be sent via
first class U.S. mail, postage prepaid, to the address set forth at the beginning of this
Agreement or such other address as a party may otherwise request by written notice,
and notice shall be deemed duly given three (3) business days after mailing.
11. Assignment
This Agreement shall be binding upon and inure to the benefit of the parties and their
respective heirs, successors and assigns; provided, however, that neither party shall
assign or transfer in any manner, this Agreement or any portion hereof without the
prior written consent of the other party, and any attempt to assign or transfer without
prior written consent shall be void and of no effect.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of Minnesota.
13. Miscellaneous
13.1 Headings and captions used in this Agreement are for convenience only and
shall not affect the meaning of this Agreement.
13.2 This Agreement contains the entire agreement of the parties and supersedes all
prior agreements, discussions and representations, written or oral, concerning
the subject matter hereof.
CONTRACT between Elk River Housing and Redevelopment Authority and CENTER FOR ENERGY AND ENVIRONMENT Page 5
13.3 No waiver by the Authority of any term or condition of this Agreement or any
document referred to herein shall, whether by conduct or otherwise, be
construed as a waiver or release of any other term or condition of this
Agreement.
13.4 This Agreement may only be amended in a written agreement signed by both
parties.
13.5 Except as expressly set forth in section 7, the rights and benefits under this
Agreement shall inure solely to the benefit of the Authority and CEE, and this
Agreement shall not be construed to give any rights, benefits or causes of
action to any third party.
13.6 The invalidity or partial invalidity of any provision of this Agreement shall not
invalidate the remaining provisions, and the remainder shall be construed as of
the invalidated portion shall have never been a part of this Agreement.
13.7 CEE shall comply with the provisions of Minnesota Statutes Chapter 13
(Government Data Practices) that are applicable to the Authority and shall not
disseminate any information concerning loan requests of the borrowers without
the prior written approval of the Authority.
13.8 This Agreement may be signed in any number of counterparts, each of which
shall be deemed an original and one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
ELK RIVER HOUSING and REDEVELOPMENT
AUTHORITY
Print Name
CENTER FOR ENERGY & ENVIRONMENT
Date: Tax ID # 41-1647799
CONTRACT between Elk River Housing and Redevelopment Authority and CENTER FOR ENERGY AND ENVIRONMENT Page 6
LOAN SERVING CONTRACT
Exhibit B: Pricing Schedule
Activity
Description
Pricing
New Loan Setup
Loan Boarded to servicing system and
$ 20.00 one-time fee per loan
Special Reporting Distribution
quality control review, welcome letter
$75.00 one time fee per report
Standard Servicing Activities —
Payment processing, billing notices,
Amortizing Loans
customer service, investor reporting,
$6.00 per loan per month
Special Project work
early collections
may be incurred from 3rd party
Standard Servicing Activities-
Payment processing, customer service
$0 per loan per month
Deferred Loans
investor reporting
$80.00 per hour, fee will be set
Collection Activity
Collection Work for loans past due
$3.00 per loan per month on all
15-90 days
amortizing loans
Example of activities: Repayment
$80.00 per hour plus any charges that
Default Management
Plan, Forbearance Agreement,
may be incurred from 3rd party
Deferment, Extension
vendor.
Subordination Preparation
Review request and Prepare
$150.00 per request (Borrower Paid)
subordination document
Mortgage/Deed of Trust Satisfaction
Create mortgage/deed of trust
Preparation
satisfaction (excludes recording /
$30.00 one-time fee per loan
filing fees)
For Charge-off, foreclosure, service
Final /Special Processing Transaction
release, loans not paid in full but no
$25.00 per transaction
longer active on the servicing system
Conversion/On-Boarding
Boarding Loans previously serviced
$20.00 one-time fee per loan
by a different company
Optional/Additional Services
Special Report Programming
Special report creation not included in
$150.00 one time fee per report
standard report package
Special Reporting Distribution
Monthly maintenance for special
$75.00 one time fee per report
reports created for distribution
Special requests, such as assistance in
$80.00 per hour plus any charges that
Special Project work
audit preparation, special mailings
may be incurred from 3rd party
etc...
vendor.
Any additional activities required
$80.00 per hour, fee will be set
Non Standard Servicing Activities
for servicing a loan not specified'
based on time to complete task on
contract
a remdar basis
11 Page
CLIENT NAME Loan Servicing Contract #XXXX
LOAN SERVICING AGREEMENT
This LOAN SERVICING AGREEMENT ("Agreement') is made by and between CENTER FOR
ENERGY AND ENVIRONMENT, with offices at 212 Third Avenue North, Suite 560, Minneapolis,
Minnesota 55401 ("CEE") and NAME OF CLIENT, with offices at
("Client').
RECITALS
In consideration of their mutual undertakings and payments provided for herein, the parties recite,
covenant, and agree to the following:
A. CEE is a non-profit corporation engaged in the servicing of development loans; and
represents that it is qualified and authorized to perform the services described herein; and
B. Client originates, purchases, owns, and/or manages loans that benefit economically distressed
or declining areas, disadvantaged persons, neighborhoods or community revitalization, foster
job creation, or other section 501(c)(3) charitable purposes; and
C. CEE is authorized by Client to function as a servicing agent under the terms of this
agreement; and
D. Client now desires to have CEE perform the duties set forth herein for the loans covered by
this Loan Servicing Agreement (the "Agreement').
NOW, THEREFORE, CEE and Client agree as follows:
1. Duties of CEE
CEE shall, at all times and with respect to all loans identified by Client (the "Client Loans")
which it has been engaged by the Client to service, employ its normal and regular servicing
activities in the servicing of Client Loans to perform those responsibilities specifically set forth
on Exhibit A (the "Services"). The parties acknowledge that, from time to time, the Services may
be modified at the request of the Client and agreement by CEE. Such changes shall be mutually
agreed upon and are not effective unless agreed to in writing by the execution of a revised Exhibit
A.
2. Effective Date
CEE shall commence servicing activities under this agreement effective on the following date:
'2018 ("Effective Date") and shall continue until terminated as provided in
Section 14 of this Agreement.
3. Servicing Compensation and Reimbursement
11 Page
CLIENT NAME Loan Servicing Agreement #XXXX
Client shall compensate CEE for the Services in accordance with the fee schedule attached as
Exhibit B of this Agreement and reimburse CEE for any of CEE's out of pocket third -party costs
of recordation, perfecting or releasing liens, legal costs incurred, servicing of notices,
repossession, foreclosure, and other similar costs paid by CEE on behalf of Client with respect to
CEE's actions on specific Client Loan(s) (the "Fees"). CEE shall retain any late fee payments
collected from borrower. CEE shall retain fees owed from Fund Remittance as provided in
Exhibit A. CEE shall issue a report to Client showing fees netted with funds remitted to Client.
Following the Initial Term, as hereinafter defined, CEE may increase the Fees from time to time
by providing an updated Exhibit B to Client at least sixty (60) days prior to effective date of the
new fee schedule and no more than one time annually.
4. Initial Boarding of Clients
In making this Agreement, CEE represents, warrants, and agrees to provide Client the
Information for each Client Loan and the loan documents related to the Client Loans upon
request.
For purposes of this Agreement, "Information" shall include the following:
• Borrower Full Name
• Property Address, if Secured
• Loan Amount
• Interest Rate
• Term
• Closing Date
• Monthly Payment Amount
• Payoff Date
• Amortization Schedule
• Closing Documents
• Servicing Records
• Complaint Resolution
• Collections Records (for Delinquent Accounts only)
Client will cooperate with CEE, and provide CEE such information and documents as may be
necessary in CEE's discretion to perform its duties under this Agreement, reconcile any loan
balance information provided to CEE, and CEE may rely in good faith on information provided to
it by Client.
5. Ongoing Boarding of Client Loans
On a regular basis, following the Effective Date of this Agreement, CEE will notify Client of
newly originated Loans for which it will service under the terms of this Agreement.
Client represents, warrants, and agrees to cooperate with CEE, and provide CEE such information
as may be necessary to perform its duties under this Agreement, reconcile any loan balance
2 1 P a g e
CLIENT NAME Loan Servicing Agreement #XXXX
information provided to CEE, and CEE may rely in good faith on information provided to it by
Client.
CEE represents, warrants, and agrees to onboard loans accurately according to the provisions
provided by Client and shall, subject to Section 26. Force Majeure of this Agreement, remedy any
onboarding errors within five (5) business days (or such shorter period as may be required by
applicable law) after receipt of notice of such errors.
6. Reports the Property of Client
All reports, documents, and materials delivered by CEE to Client pursuant to this Agreement are
the exclusive property of Client. Client may use any work product prepared by CEE in such
manner, for such purpose, and as often as Client shall deem advisable, in whole, in part, or in
modified form, without further compensation to CEE.
7. Nature of Agreement
CEE shall perform all of its services and duties hereunder at its own expense and without cost or
charge to Client except as expressly provided in Exhibit B of this Agreement.
Governmental Approvals. CEE has obtained and will maintain in full force and effect,
and satisfy at all times, all related eligibility criteria in order to maintain in full force and
effect, without material impairment, suspension or revocation, all municipal, local, or
other applicable governmental approvals, registrations, qualifications, permits, licenses,
and other applicable authorizations that are required or necessary to perform and conduct
the services and CEE's business in accordance with Applicable Requirements, as
hereinafter defined.
For purposes of this Agreement, "Applicable Requirements" shall mean:
(1) All applicable federal, state, and local legal and regulatory requirements binding
upon CEE related to the performance of the Services;
(2) All other final judicial and administrative judgments, orders, stipulations, awards,
writs, and injunctions applicable to CEE; and
(3) The reasonable and customary practices of prudent loan servicing providers that offer
the same types of services as CEE for the same types of loans serviced by CEE in the
jurisdictions in which CEE operates.
8. Disaster Recovery
CEE shall take all commercially reasonable precautions to mitigate the risks to information
regarding the Client Loans in connection with disruptions to business operations due to fire,
flood, storm, epidemic illness, equipment failure, sabotage, terrorism, natural disaster, disaster
caused by humans, or electronic data system failures;
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CLIENT NAME Loan Servicing Agreement #XXXX
CEE shall keep duplicate records of all electronic information in its possession or control
pertaining to Client Loans and shall store at least one copy of such duplicate records in a site
remote from its main offices in the following manner:
(1) Full backups of daily files for 7 consecutive days (weekly backup);
(2) Full weekly backups rolled into monthly backups;
(3) Monthly backups rolled into yearly files and kept for 7 years from the date loan
is paid off;
(4) Full daily backups of Cloud Data;
(5) Daily Cloud backups rolled up into Monthly files and moved out of the Cloud
into magnetic storage after 30 days;
(6) In the event of a natural disaster or catastrophic failure of CEE's electronic data
system, CEE shall have a period not to exceed 45 days from the date of such
catastrophe to recover or reconstruct such lost data necessary for compliance with its
disaster recovery obligations.
*The Cloud Provider's policy is subject to change. CEE will noti Client of any
material changes in the event that they affect the security of the loans.
9. Equal Opportunity Employment
CEE shall comply with all applicable provisions of the Equal Credit Opportunity Act (15 U.S.C.
§ 1691 et seq.). CEE is an equal opportunity employer and will not discriminate against any
person on the basis of race, color, creed, religion, sex, national origin, age, disability, marital
status, sexual orientation, status with regards to public assistance, or any other characteristic
protected by law.
10. Compliance
General. CEE shall comply with all Applicable Requirements.
Vendors. From time to time, CEE may engage vendors to perform certain tasks that may be
included in CEE's performance of the Services. CEE shall follow commercially reasonable
practices designed to ensure that any Services performed by vendors are in compliance with the
Applicable Requirements and this Agreement.
Policies and Procedures. CEE will maintain and follow written internal policies and procedures
related to the Applicable Requirements in connection with providing services to Client, including
without limitation, policies and procedures for internal quality control, employee hiring and
training, and other methods that ensure compliance.
Audit Rights. Client will have the right to audit CEE, at Client's own expense and not more than
once per calendar year, for purposes of evaluating compliance with the terms of this Agreement.
CEE will require full cooperation and will be responsible for assuring full cooperation by its
employees and vendors in connection with such audits. CEE will and shall cause any vendor that
performs tasks related to the Services to allow Client and its counsel, accountants, and other
representatives, as well as the applicable regulatory authorities of Client, reasonable access upon
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CLIENT NAME Loan Servicing Agreement #XXXX
thirty (30) days advance written notice and only during normal business hours, to all of CEE and
vendors' files, books and records directly relating to the Services performed for Client under this
Agreement. CEE will provide, and shall require the vendor to provide, to Client, or obtain for
Client, access to such properties, records, and personnel as Client may reasonably require, and
shall provide Client with CEE's most recent audited financial statements and the names, resumes,
and proof of any required licensures for all relevant personnel employed by CEE , the Client and
its representatives and affiliates shall treat all information obtained in such investigation that is
not otherwise in the public domain as confidential. CEE shall make financial statement audits
available to Client on an annual basis, including any SSAE -16 audits that may be performed on
behalf of CEE. CEE shall remit annual financial statement audit reports to Client upon request.
11. Cooperation.
Client agrees that it shall (a) promptly deliver to CEE (i) any communications that Client receives
from a borrower relating to such borrower's loan, and (ii) any communication Client receives from
any regulator, state of federal agency or other governmental entity relating to any borrower's loan that
is being serviced by CEE or otherwise relating to CEE's loan servicing activities, and (b) cooperate
with CEE regarding any claim, dispute, regulatory examination or investigation related to Client's
loans and the services provided to Client by CEE under this Agreement.
12. Indemnity
CEE and Client each agree to indemnify, defend, and hold the other and each of their respective officers,
directors, employees, agents, counsel, advisors, and representatives (each, an "Indemnified Party")
harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments, and any other costs, fees, and expenses incurred by Indemnified Party arising out of
any actions, demands, investigations, proceedings, claims, counterclaims, or defenses, made by or on
behalf of any third party related to the failure of CEE or Client to perform its duties in compliance with
the terms of this Agreement. Notwithstanding the foregoing, neither CEE nor Client shall indemnify any
such Indemnified Party if such acts, omissions, or alleged acts constitute fraud, gross negligence, willful
misconduct, or breach of fiduciary duty by such Indemnified Party. Neither CEE nor Client shall have an
obligation to appear with respect to, prosecute, or defend any legal action which is not incidental to this
Agreement.
12. Taxes. Neither CEE nor Client shall be responsible to the other party for any taxes owed by such
party, including, without limitation, any federal, state, or local income or franchise taxes or other taxes,
imposed on or measured by income received by such party (or any interest or penalties with respect
thereto or arising from a failure to comply therewith) that are required to be paid by such party in
connection herewith to any taxing authority.
13. Reliance. CEE and Client, and any director, officer, employee, or agent of CEE or Client
respectively, may rely on any document of any kind which it, in good faith, reasonably believes to be
genuine and to have been adopted or signed by the proper authorities or persons respecting any matters
arising hereunder.
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CLIENT NAME Loan Servicing Agreement #XXXX
14. Insurance
During the term of this Agreement, CEE will obtain and maintain insurance in the amounts listed
below:
General Liability
$2,000,000
Automobile Liability
$1,000,000
Excess Liability
$1,000,000
Professional Liability
$1,000,000
Workers Compensation
15. Limitation of Liability
Aggregate Limit
Combined Single Limit
Aggregate Limit
Aggregate Limit
Statutory Limit
CEE's role is strictly limited to the Services. Client will be solely responsible for making all
decisions concerning the management of the Client Loans. At all times, Client will be responsible
for the accuracy of all information provided to CEE, and CEE may rely on any document of any
kind which it, in good faith, reasonably believes to be genuine and to have been adopted or signed
by the proper authorities or persons respecting any matters arising hereunder. The sole duty of
CEE is to exercise ordinary care in its performance of the obligations described in this
Agreement. Client agrees that CEE, its officers, directors, agents, and employees ("CEE
Representatives") will not be liable for events or circumstances beyond their reasonable control.
Client and CEE agree that clerical errors and mistakes in judgment do not constitute a failure to
exercise ordinary care or to act in good faith.
Neither party shall be liable to the other or any other person for any indirect, incidental,
consequential, punitive or special damages whatsoever (including without limitation, any
damages claimed for loss of income, revenue, or profits or for loss of goodwill) arising from or
related to services provided pursuant to this agreement. The exclusive remedy available to Client
shall be the right to pursue claims for actual damages that are directly caused by acts or omissions
that are breaches by CEE of its duties under this agreement. Notwithstanding anything to the
contrary in this Agreement, CEE's total aggregate liability arising out of or related to this
Agreement shall not exceed the total amount of fees paid by Client to CEE pursuant to this
agreement during the twelve (12) months immediately preceding the event giving rise to such
action, excluding any third party costs.
16. Term of Agreement: Termination
The initial term shall commence on the Effective Date and continue for a period of three (3) years
(the "Initial Term"). Thereafter, the Agreement shall automatically renew for successive one (1)
year periods, unless CEE or Client provides written notice of non -renewal or amendment to the
other party at least sixty (60) days before the end of the then current term. Notwithstanding the
preceding, on the date corresponding to sixty days prior to the initial three-year anniversary, the
contract will automatically extend to the next one-year anniversary date, unless notice of
termination is given as specified in the following paragraph.
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CLIENT NAME Loan Servicing Agreement #XXXX
Either Client or CEE may terminate servicing by CEE with respect to any Client Loan or
all Client Loans upon (a) ninety (90) days prior written notice delivered to the other party via
email (and duly acknowledged by the other party) or (b) upon the occurrence of a CEE
Termination Event (as defined below). Upon such termination, CEE shall promptly supply
appropriate reports, documents, promissory notes, and other information as requested by Client or
any person or entity designated by Client and shall use its commercial best efforts to effect the
orderly and efficient transfer or servicing to the Client or a new servicer designated by Client
subject to the fees described in Exhibit B.
If any of the following events with respect to CEE shall occur and be continuing, it shall be a
"Termination Event":
A. Any failure by CEE to remit any payment required to be made under the terms of the
Agreement which continues un -remedied for a period of ten (10) business days after
such payment was required to be made (and such cured failure shall not be deemed a
Termination Event); provided, however, that any such failure shall not constitute a
Termination Event if such delay or failure could not have been prevented by the
exercise of reasonable diligence by CEE, or such delay or failure was caused by
events subject to Section 26. Force Majeure; or
B. Any material breach by CEE or Client of their respective representations and
warranties contained herein that materially and adversely affects the interests of the
other, or any failure on the part of CEE or Client to observe or perform in any
material respect any of the covenants or agreements other than as described in
subsection A of this Section 14 and that continues un -remedied for a period of thirty
(30) days after the date on which notice of such breach, requiring the same to be
remedied, shall have been given to by the non -breaching party to the breaching party;
provided, however, that if the breaching party certifies to the non -breaching party
that it has in good faith attempted to remedy such breach, such cure period will be
extended to the extent necessary to permit breaching party to cure such breach; or
C. CEE or Client shall suffer a material adverse change in its financial condition that
affects its ability to perform its obligations under this Agreement; or
D. CEE or Client is subject to a bankruptcy or other proceeding relating to its liquidation
or insolvency, or a decree or order of a court or agency or supervisory authority
having jurisdiction for the appointment of a conservator or receiver or liquidator in
any insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding -up or liquidation of its affairs, shall have been
entered against CEE or Client and such decree or order shall have remained in force,
undischarged or un -stayed for a period of sixty (60) days; or
E. CEE or Client shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets or liabilities,
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or similar proceedings of or relating to CEE or Client or of or relating to all or
substantially all of such party's property; or
F. CEE or Client shall admit in writing its inability to pay its debts as they become due,
file a petition to take advantage of any application insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations.
17. Assignment of Rights
This Agreement may not be assigned by Client except with prior written consent of CEE, which
consent shall not to be unreasonably withheld. CEE may not assign its rights under this
Agreement without the prior written consent of Client.
18. Independent Contractor
Nothing herein contained shall be deemed or construed to create a co -partnership or joint venture
between the parties hereto and the services of CEE shall be rendered as an independent contractor
and not as an agent for Client, its successors and assigns, or any obligors or noteholders under the
Client Loans.
19. Amendments
This Agreement may not be amended or modified except by a written agreement signed by the
parties in interest at the time of such modification. Notwithstanding the foregoing, CEE may
adjust the Fees by providing an updated Exhibit B as set for in Section 3 and all other Schedules
may be changed by mutual agreement.
20. Confidentiality
Neither Client nor CEE shall disclose or use any Confidential Information of the other party or its
affiliates, and each party will keep such Confidential Information confidential and will require
that its affiliates, officers, employees, contractors, vendors, and advisors who have access to such
Confidential Information comply with such non -disclosure and non-use obligations.
Notwithstanding the forgoing, Client or CEE may provide such Confidential Information
as required pursuant to a court or administrative subpoena, court order or other such legal
process or requirement of law; provided, however, that it shall endeavor to promptly
notify the other of such request, order or requirement, unless such notice is prohibited by
statute, rule, or court order. Nothing herein shall require either Client or CEE to fail to
honor a subpoena, court or administrative order, or a requirement of law on a timely
basis.
Notwithstanding this section, CEE is expressly permitted to release information to
borrowers upon written request regarding their specific loans; and, following receipt of
borrower's written authorization to release information, CEE is expressly authorized to
release such information regarding that borrower's loan to a third party.
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CLIENT NAME Loan Servicing Agreement #XXXX
CEE shall cause vendors, if any, not to use or disclose any Confidential Information of
Client except in compliance with this Agreement. Notwithstanding the foregoing, a
vendor may disclose Confidential Information as required pursuant to a court or
administrative subpoena, order or other such legal process or requirement of law;
provided, however, that it shall first notify Client of such request or requirement, unless
such notice is prohibited by statute, rule or court order. CEE shall not, on Client's behalf,
require a vendor to fail to honor a subpoena, court or administrative order, or a
requirement of law on a timely basis. CEE shall also cause vendors not to remove any
Confidential Information from Client premises without Client's prior written
authorization.
Each party shall limit access to the other party's Confidential Information to only those of
its employees and agents who require such access in performing their duties hereunder.
CEE agrees to either return the Confidential Information to Client or destroy the
Confidential Information upon completion of the work or, in any event, upon termination
of the Agreement between the parties. Except as expressly provided in this Agreement,
no ownership or license rights are granted in any Confidential Information.
Notwithstanding anything to the contrary in this Agreement, Confidential Information
may be disclosed to a party's accountants, attorneys, insurers, regulators and consultants.
Notwithstanding the foregoing, a party may retain one archival copy of Confidential
Information that may be used solely to demonstrate compliance with this Agreement,
Applicable Law, and internal policies and procedures.
"Confidential Information" for purposes of this agreement, shall mean any information of
CEE, Client, or their respective affiliates, whether written or oral, including:
A. Financial Information, marketing plans, and personnel records;
B. Technical and non-technical data, including without limitation, customer
lists, customer information, costumer non-public information, fee schedules,
forms, information, business and management methods, trade secrets,
compilation and analysis of financial information and data to prepare and
submit bids and proposals to third parties;
C. Other proprietary or confidential information;
D. Proprietary computer software, management information and information
systems, whether or not such Confidential Information is disclosed or
otherwise made available to one party or other pursuant to this Agreement;
E. Terms and provisions of this Agreement and any transaction or document
executed by the parties pursuant to this Agreement.
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CLIENT NAME Loan Servicing Agreement #XXXX
"Confidential Information" shall not include the following:
A. Information that is or becomes generally available to and known by the
public (other than as a result of an unpermitted disclosure directly or
indirectly by the receiving party or its affiliates, advisors, or representatives);
B. Information that is or becomes available to the receiving party on a non -
confidential basis from a source other than the disclosing party or its
affiliates, advisors, or representatives, provided that such source is not and
was not bound by a confidentiality agreement with or other obligation of
secrecy to the disclosing party of which the receiving party has knowledge at
the time of the disclosure; or
C. Information that has already been or is hereafter independently acquired or
developed by the receiving party without violating any confidentiality
agreement with or obligation secrecy to the disclosing party.
21. Attorney In -Fact. To enable CEE to carry out its obligations under this Agreement, Client hereby
a. authorizes CEE (and its third party contractors) on behalf of Client to communicate as
Client's agent with (i) borrowers, guarantors, and others obligated in connection with a
Loan by electronic means or otherwise, (ii) credit reporting bureaus and consumer
reporting agencies selected by CEE, and (iii) to do or perform any other acts for purposes
of carrying out its obligations hereunder, and
b. appoints CEE as Client's lawful attorney in fact to sign in the name of Client such
documents as are necessary or appropriate for CEE to perform its obligations as
contemplated under this Agreement, including without limitation checks and other
documents necessary to process payments, proof of claims, and such other documents as
Client may approve in writing, which approval shall not be unreasonably withheld or
delayed. For the avoidance of doubt, such power-of-attorney shall be revocable, in whole
or in part, at the sole discretion of Client; provided that, upon any such revocation, CEE
shall not be liable for failure to perform any obligations under this Agreement for which
such power-of-attorney is necessary, and such failure may be considered by CEE in its
sole discretion as a basis on which to terminate this Agreement.
22. Transfers. Client shall provide CEE with all authorizations and information, and shall take all such
further steps as may be necessary, in order to authorize and enable CEE to initiate the movement of
funds by automated clearing house ("ACH") or other electronic funds transfer.
23. Notices
All notices and communications as part of this Agreement must be in writing and, except as
otherwise agreed in writing, must be delivered, mailed, faxed, or emailed, to the following
addresses:
If to CEE:
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CLIENT NAME Loan Servicing Agreement #XXXX
Center for Energy and Environment
212 3d Avenue North, Suite 560
Minneapolis, MN 55401
Attn: Ryan Ellis
Phone: 612.335.5862
Email: rellis(d�mncee.org
If to Client:
Client Name Here
Client Address
Client Address
Client Contact
Client Phone
Client Email
24. Governing Law
This Agreement and each transaction consummated hereunder shall be deemed to be made under
the internal laws of the State of Minnesota and shall be construed in accordance with and
governed by the laws of the State of Minnesota, without regard to the choice of law rules of that
state, except to the extent that any such laws may now or hereafter be preempted by Federal law.
25. Counterparts
This Agreement may be executed in several counterparts, each which shall be deemed an original,
and all of which shall together constitute one and the same instrument.
26. Force Majeure
CEE and Client shall be excused from performing in accordance with the agreement in the event
of an occurrence of "Force Majeure". Force Majeure is defined as fire, floods, earthquake,
tornado, explosion, catastrophe, accident, war or ware -like operations (whether or not a state of
war is declared), riot, Acts of God, acts of terrorism, insurrection, order of a Governmental Body
and Applicable Laws that prevent performance, to the extent (i) such event of Force Majeure is
beyond the reasonable control of the Party claiming Force Majeure, and (ii) the Party claiming
Force Majeure gives prompt written notice of the same to the other Party. In the event of any
such delay, the sole remedy shall be a time extension for the completion dates required by the
Agreement, which extension shall be the time period lost by reason of the Force Majeure.
27. Entire Agreement
This Agreement (including the Exhibits to this Agreement), the Company Disclosure Letter and
the Confidentiality Agreement constitute the entire agreement among the parties with respect to
the subject matter of this Agreement and supersede all other prior agreements and understandings,
both written and oral, among the parties to this Agreement with respect to the subject matter of
this Agreement. hi the event of any inconsistency between the statements in the body of this
Agreement, the Confidentiality Agreement and the Company Disclosure Letter (other than an
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CLIENT NAME Loan Servicing Agreement t1XXXX
exception expressly set forth as such in the Company Disclosure Letter), the statements in the
body of this Agreement will control.
28. Authorized Persons
CEE will provide a single login user name and password (together with any Client created user
name and/or password, the "Credentials") to Client for purposes of accessing CEE's system
("Portal") to obtain reporting regarding Client Loans. Client is encouraged to create its own
unique Credentials for use in accessing the Portal promptly after receipt of Credentials from CEE.
Client shall be solely responsible for the use and protection of the Credentials. Client agrees to
maintain the confidentiality of the Credentials.
Client agrees that it shall be liable for all transactions initiated and authorized by means of the
Credentials, whether or not actually authorized by the Client. Client further agrees that any
person using the Credentials to access the Portal shall be deemed to be duly authorized by Client
and such person using the Credentials shall be deemed to have full authority to act on behalf of
Client. Client agrees to maintain a proper and complete log of individuals to whom it has
provided access to Client portal and receipt of reports with respect to Client Loans or Client
reports. Client shall promptly modify the Credentials in the event that any person to whom it has
given the Credentials is no longer employed by or otherwise affiliated with Client.
Client shall appoint one or more officers or employees who are authorized to act on behalf of
Client regarding this Agreement and the services provided by CEE hereunder ("Authorized
Users"). CEE shall not be responsible for any correspondence with or access provided to any
Authorized User. Client may add or remove Authorized Users by written notice to CEE. CEE
may rely on any action taken by an Authorized User until an Authorized User's authorization has
been revoked by Client by written notice to CEE. CEE shall have a reasonable time to process
any revocation received pursuant to this section.
Client's agrees that the failure to protect Credentials may allow an unauthorized party to (i) use
the services provided by CEE, (ii) access Client's electronic communications and financial data,
and (iii) send or receive information and communications on behalf of the Client. Unencrypted
electronic transmissions are not secure, and Client assumes the entire risk for unauthorized use of
Credentials and any unencrypted electronic transmissions. Client undertakes no obligation to
monitor transactions initiated by valid Credentials to determine that they are made on behalf of or
authorized by Client.
29. Records
Except to the extent otherwise required by Applicable Law, CEE shall retain all records relating
to a Client Loan for at least one (1) year following termination of this Agreement or one (1) year
from maturity or payoff of a Client Loan unless such documentation is requested by and delivered
to Client at an earlier date. The records will be maintained in either hard copy or machine-
readable (electronic) format. In the event CEE is no longer in existence, its successor shall
continue to retain such records as provided above or deliver the records to Client.
30. Deconversion
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CLIENT NAME Loan Servicing Agreement #XXXX
h1 the event of termination of this Agreement, CEE will continue to service all existing Client
Loans at the time of termination, at the fees in place at the time of termination. If Client desires to
transfer the duties under this Agreement to a new servicer, CEE agrees to provide Client with
electronic copies of the Client Loan records in CEE's standard format at the current rate being
charge on a per loan charge by CEE, as well as any additional time charged on a per hour basis.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written below.
CENTER FOR ENERGY AND
ENVIRONMENT
By
[Insert Name]
Its:
CLIENT NAME Loan Servicing Agreement #XXXX
CLIENT NAME HERE
By
[Insert Name]
Its:
131 -e
LOAN SERVICING AGREEMENT
Exhibit A: Duties of Servicer
NEW LOAN SET UP
Loan Boarding
CEE will board the loan upon origination into CEE's servicing system. For any unsecured loan,
CEE will board the new loan within three (3) Business days of origination. For any secured loan,
CEE will board the new loan within three (3) Business days after the expiration of the right of
rescission. CEE will confirm the funding pool and assure that the new loan draws off the correct
pool.
For purposes of this Agreement, "business days" means calendar days other than weekends,
official federal holidays, and non -banking holidays.
Reporting
CEE will report every loan to at least one of the three major credit agencies upon inception as it
may designate in its sole discretion.
Quality Control Review
The loan and ACH entry instruction will be reviewed prior to activation to verify the servicing
system matches the terms of the promissory note and any other programmatic requirements per
the documents submitted.
Welcome Letter
A welcome letter will be sent to borrowers within five (5) business days after boarding. This
letter shall include the toll free customer service number as well as an email address that is
available for borrowers to use should they have a question regarding their loan. Customer service
is available from 8:00 AM to 4:30 PM Central Time, on "business days". An automatic ACH
enrollment form is included in the letter for borrowers to complete and return to CEE if they
would like recurring payments to be initiated automatically by CEE. The letter will also contain
instructions for borrowers to receive access to the online loan portal where they have access to all
their loan information and ability to make payments.
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Billing
Borrowers with loans that have regularly scheduled payments will receive billing statements on a
monthly basis or other appropriate frequency based on terms of the promissory note.
Collection of Loan payments
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CLIENT NAME Loan Servicing Agreement #XXXX
CEE shall collect payments of principal, interest and any appropriate fees. CEE shall confirm the
application of payments to be consistent with the loan documents as part of ongoing due
diligence.
Customer Service
CEE shall provide customer service to borrowers from 8:OOAM — 4:30 PM Central Time on
"business days". The customer service team is available through the toll free phone number or
email at xxx@mncee.org. Borrowers will receive a response within five (5) business days
following a question submitted to CEE. Borrowers are able to view loan information on the loan
portal as well as schedule payments.
Past Due Collections
CEE will make reasonable efforts to maintain loans in a current status and will deal promptly
with those which are delinquent in accordance with the Collection Activity section below. CEE
will process loan defaults as directed by Client.
Reporting
CEE will provide standard monthly reporting for the prior month's activities to Client no later
than the 10th business day of each month. The standard reports are as listed:
o Loan Trial Balance
o Aged Delinquency
o Principal and Interest Collections
o New Loan
o Paid Loan
o Fee Scheduled
o Fee Earned
Special reports may be added at an additional cost for programming. (See Exhibit B for pricing)
IRS Reporting
CEE shall provide borrowers with the required IRS annual tax reporting.
Funds Remittance
CEE shall remit collected funds less servicing and other applicable fees and any late charges
assessed to borrower by the 10th business day of the month. Late charges will be retained by
CEE. Funds will be remitted via ACH. An invoice will be distributed detailing the servicing fees.
CEE shall remit such funds by means of ACH or other electronic funds transfer to an account
designated by Client.
COLLECTION ACTIVITY
Early Delinquency
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CLIENT NAME Loan Servicing Agreement #XXXX
CEE will make reasonable efforts to maintain loans in a current status and will make reasonable
periodic efforts to contact borrowers who are delinquent, in order to encourage payment. Such
efforts will be limited to those loans that are no more than 90 days past due.
o CEE will follow customary, usual and prudent business practices in servicing
delinquent loans.
o CEE will send delinquency letters for loans 31- 60 days past due.
o CEE will continue sending letters and begin phone calls for loans 61-90 days past
due.
Late Delinquency
CEE will make reasonable efforts to contact Borrowers, solicit payments, and return loans to a
current status, where the loan has reached 90 or more days past due, in order to encourage
payment.
o CEE will follow customary, usual and prudent business practices in servicing
delinquent loans.
o CEE will send formal default letters for loans reaching 120 or more days past
due.
o CEE shall continue phone calls to borrower at 90 days past due.
o After 120 days past due, Client shall determine next steps and CEE shall have no
obligation to take further action regarding delinquent loans until directed by
Client.
DEFAULT MANAGEMENT
Client shall be solely responsible for declaring a loan to be in default, and determining whether a loan is
to be charged -off.
Loan Modifications
CEE shall respond to Client or Borrower requests for modifications to their loan terms, including
Repayment Plans, Forbearance Agreements, Deferments, Extensions, Short Sales (Pre -
Foreclosure Sales), or Negotiated Releases of collateral, obligors or guarantors (each a "Loan
Modification").
CEE shall make no decisions independent of the Client. Client shall have final approval of any
Loan Modifications, unless Client has instructed CEE in writing that it may approve Loan
Modifications pursuant to criteria established by Client.
CEE will follow customary, usual and prudent business practices in its review and processing of
Loan Modifications, and keep Client informed of the status of such requests.
Both Client and CEE recognize that time is of the essence in responding to and approving or
declining Loan Modification requests.
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CLIENT NAME Loan Servicing Agreement #XXXX
CEE shall monitor Borrowers for compliance with the terms of the loan modification and make
such changes to the loan record as required by the modification terms.
Special Servicing
CEE shall perform special servicing actions and steps at the direction of the Client for loans
subject to formal legal proceedings, including Bankruptcy, Foreclosure, Deed -in -lieu of
Foreclosure, Collections suits, Repossession, and Charge-offs involving either an obligor(s) or
guarantor(s).
CEE shall make no decisions or take actions independent of the Client, who shall have
final say in approval of any Special Servicing actions (other than routine steps taken to
protect or preserve Clients interests), unless Client has instructed CEE in writing that it
may approve and take such actions.
CEE must employ staff with expertise in the above areas and maintain compliance with
all applicable regulations.
CEE will follow customary, usual and prudent business practices in its review, processing, and
management of Special Servicing of Client loans, and keep Client informed of the status of loans
subject to Special Servicing.
Both Client and CEE recognize that time is of the essence in responding to and approving or
declining Special Servicing Actions.
CEE shall monitor Borrowers who are subject to Special Servicing, consistent with the governing
legal proceedings or requirements, and make such changes to the loan record as required to reflect
the Special Servicing requirements. With respect to Bankruptcy, the Special Servicing shall
include Filings, Proof of Claim, Repayment Plan setup and monitoring, and discharge/completion
processing. (See Exhibit B for pricing)
Other Servicing
CEE shall perform the following additional servicing actions and steps for loans as requested
by Client. CEE will follow customary, usual and prudent business practices in providing these
services. The Client shall bear all of CEE's out of pocket costs for third parties related to these
items. CEE will notify Client of the potential out of pocket costs prior to performing any of the
additional actions.
o REO Marketing
o Insurance Inspections
o Default Inspections
o Property Valuation or Appraisal
o Property Preservation and security
SUBORDINATION PREPARATION
41 Page
CLIENT NAME Loan Servicing Agreement #XXXX
CEE will review subordination requests in accordance with the Client's subordination program
requirements. Subordinations will be forwarded to the Client for signature if request meets the
program requirements. Fees related to the subordination are paid by borrowers.
MORTGAGE SATISFACTION PREPARATION
Loan Payoffs
CEE will process loan payoffs, issue payoff statements as requested by authorized individuals
within 30 calendar days and remit funds to Client. CEE shall draft mortgage satisfactions
("Satisfaction") within 30 calendar days after loan is paid in full to ensure funds received are
cleared. The Satisfaction is then sent to client for signature. CEE shall provide instructions to
borrowers as to how to properly record the Satisfaction. In the event that $5 (five dollars) or less
of principle balance remains, CEE and Client will not attempt to collect the remaining fee and
will consider the loan as satisfied.
FINAUSPECIAL PROCESSING TRANSACTIONS
CEE shall charge additional fees in special circumstances such as a charge-off, foreclosure,
servicing release, or any other transaction that is processed on a loan that is not paid in full but is
no longer an active loan on the servicing system. This does NOT include processing a paid in full
transaction.
51 Page
CLIENT NAME Loan Servicing Agreement #XXXX
EXHIBIT A
PROGRAM GUIDELINES
This document includes guidelines for the
REVOLVING LOAN PROGRAM
Exhibit A Page 1
Agreement between Elk River HRA and Center for Energy and Environment
ROSEVILLE REVOLVING LOAN PROGRAM GUIDELINES
The Elk River Housing and Redevelopment Authority has funds available for homeowners to make
improvements to their properties. The Elk River Revolving Loan Program is designed to supplement
existing loan programs available from MHFA, CEE, private lenders and other housing resources. This
program is not intended to be the sole source of improvement funds available to the City. Center for
Energy and Environment shall serve as the administrator for the Elk River Loan Program and will secure
the most beneficial financing based on the borrower's needs independent of the funding source.
Revolving Loan Program
Interest Rate: TBD (we don't adjust rates to the prime rate and would instead request a fixed rate to be
reviewed and adjusted annually or contract renewal. Each city program is a little different, but most are
at 3-4%. Some have a lower rate based on income. An example is Anoka. They have 3% for income less
than MHFA home improvement limit (currently $141,000) and 4% for incomes greater than that.
Amortization Type: Amortizing (Monthly Payments Required)
Loan Amount: Minimum of $5,000 and Maximum of $25,000.
Loan term: Generally, one year per $1,000 borrowed. This will be somewhat flexible depending on the
size of the loan and the borrower's ability to repay the loan.
• $5,000 to $10,000 — up to 5 years
• $10,001 to $20,000— up to 10 years
• $20,001 to $25,000 — up to 15 years
Eligible Properties: 1-4 unit owner -occupied properties located within the geographical boundaries of
the City of Elk River. Townhomes and Condominiums are eligible . The property must be at least 20
years old. Property must not be in a flood plain.
Ineligible Properties: Dwellings with more than four units, cooperatives, manufactured homes, and
properties used for commercial purposes. Properties in a flood plain.
Eligible Borrowers: All borrowers must be legal residents of the United States, as evidenced by a social
security number, Including: U.S. Citizens, Permanent Resident Aliens, Non -Permanent Resident Aliens.
TAX IDENTIFICATION NUMBERS (ITIN) ARE NOT ACCEPTABLE.
Ineligible Borrowers: Including but not limited to: - Foreign Nationals, Non -Occupant Co -Borrowers,
and business entities.
Ownership/Occupancy: Owner- occupied only.
Exhibit A Page 2
Agreement between Elk River HRA and Center for Energy and Environment
Loan - to - Value Ratio: The ratio of all loans secured by the property, including the new loan, should
not exceed 110% of the property value. Half of the improvement value may be added to the initial
property value. (Most of our programs go up to 110% of after improved value. We add %: of the value
of improvement value. We use the Estimated Market Value from the most recent property tax
statement, higher of purchase price or appraised value in the past 12 months. We do allow Zillow
values in some programs).
Income Limit: No maximum income limit. (TBD)
Debt - to - Income Ratio: Applicant must have the ability to repay the loan. An applicant who has a debt
to income ratio in excess of 50% (this is another common ratio for our city programs) will be ineligible to
receive financing.
Credit Requirements: 1) All mortgage payments must be current and reflect no 30 day late payments
history in the past 12 month period (without reasonable explanation). 2) All real estate taxes must be
current. 3) No outstanding judgements or collections. 4) Bankruptcy must have been discharged for at
least 18 months prior to loan closing. 5) The redemption period on prior foreclosures must have
occurred at least 18 months prior to the loan application date. 6) Generally, no more than two 90 -day
late payments on credit report in the past year (without reasonable explanation). Any 90 day late
requires a documented explanation and reasonable reasons; medical, unemployment, divorce. 7) No
defaulted government loans. (This can be adjusted, but is pretty typical)
Multiple Loans per Property: More than one loan per property is allowed, however, the outstanding
balance(s) cannot exceed the maximum program limit and previous loans have had no late payments..
Eligible Use of Funds: Loans may be used to finance most interior and exterior improvements that
improve the basic livability of the property. Garages, decks, porches, retaining walls, skylights,
landscaping and fences can be repaired, replaced or built as new construction. Contractors must be
properly licensed and permits must be obtained when required. Properties with health and safety
hazards or code violations will be given priority.
Ineligible Use of Funds: Payment for work initiated prior to the loan being approved and closed, unless
due to emergency. Recreation or luxury projects (pools, lawn sprinkler systems, playground equipment,
saunas, whirlpools, etc.), furniture, non -permanent appliances (unless part of a full kitchen remodel),
and funds for working capital, debt service, homeowner labor or refinancing existing debts are NOT
allowed.
Bids: Only one estimate is required. All contractors must be properly licensed.
Sweat Equity / Homeowner Labor: Work may be performed by property owners on a "sweat equity"
basis. Loan funds may be used only for the purchase of materials. Loan funds cannot be used to rent
tools/ equipment or compensate for labor.
Remodeling Advisor Visit (RAV): The Remodeling Advisor Visit provides rehabilitation and/or
remodeling advice upon request of the resident. The intent is to help residents improve their homes by
providing technical assistance before and during the bidding and construction process. All home -owners
Exhibit A Page 3
Agreement between Elk River HRA and Center for Energy and Environment
are eligible for this service regardless if applying for the Elk River Revolving Loan Program or not. This
visit is not required. (TBD)
Post Installation Inspection: Permits must be obtained and signed off by a City inspector where
required; when not required, a post installation inspection will be performed by CEE to ensure the work
has been completed before any funds will be released. (TBD)
Loan Security: All loans will be secured with a mortgage in favor of the Elk River Housing and
Redevelopment Authority. Borrower will pay all applicable title and filing fees, which may be financed in
the loan amount.
Borrower Fees: Borrower will be responsible for a 1% origination Fee, $50 Document Preparation Fee,
mortgage filing and service fees, flood certificate, credit report fees and any other applicable closing
costs, all which may be financed in the loan amount.
Underwriting Decision: Applicants must have acceptable credit history (see CreditRequirements). CEE
will approve or deny loans based on a credit report, income verification and other criteria as deemed
necessary through CEE's underwriting guidelines. CEE's decision shall be final. CEE shall refer to the Elk
River HRA for any questionable situations.
Work Completion: All work must be completed within 120 days of the loan closing. However, when
warranted, CEE may authorize exceptions on a case by case basis.
General Program Conditions
Application Processing: Loans will be distributed on a first come first serve basis as borrowers qualify.
Applicants must provide a completed application package including, but not limited to:
➢ Completed and signed application form
➢ Proof of income
➢ Bids or estimates for proposed projects
➢ Valid Identification
➢ Other miscellaneous documents loan officers may require.
Program Costs: Loan origination, post installation inspection and remodeling advisor visit fees will be
paid out of the Program Budget. Loan program marketing efforts will be billed directly to the Elk River
Housing and Redevelopment Authority and is a separate expense should the HRA choose to commission
CEE for marketing support. Borrowers will pay all related closing costs.
Total Project Cost: It is the borrower's responsibility to obtain the amount of funds necessary to finance
the entire cost of the work. In the event the final cost exceeds the original loan amount, the borrower
must obtain the additional funds and show verification of the additional funds in order to be approved
fortheloan.
Disbursement Process: Payment to the contractor (or owner in sweat equity situations) will be made
upon completion of work. An inspection will be performed by a City Inspector and/or CEE to verify the
completion of the work. The following items must be received prior to final disbursement of funds:
• Final invoice or proposal from contractor (or materials list from supplier);
Exhibit A Page 4
Agreement between Elk River HRA and Center for Energy and Environment
• Final inspection verification by a City Inspector (or CEE);
• Completion certificate(s) signed by borrower and contractor;
• Lien waiver for entire cost of work;
• Evidence of city permit (if required)
Exhibit A Page 5
Agreement between Elk River HRA and Center for Energy and Environment
cee-
C—enter�'
rry ano Environ -
Application Instructions
To Apply, please submit the following:
1. Completed and signed application.
o The application must include all household residents who
have an ownership interest in the property and whose
income and credit history are being relied upon to qualify
for the loan requested.
2. Signed and dated Authorization and Release form
3. Signed and dated USA Patriot Act Information Disclosure
4. A copy of your government issued ID(s) with a photo (ie: drivers license)
5. Proof of Income
o If you are employed: submit your two most recent,
consecutive pay stubs showing year-to-date information
o A copy of your most recent W2
o If you are retired: submit a copy of your social security or
pension award letter
o If you are self-employed: submit your past two years 1040
Federal tax returns, including all schedules
o Note: additional documentation may be requested by CEE
personnel
6. At least 1 bid for each project
o The contractor must include the energy efficiency, Energy
Star rating, U -Factor, etc. on the bid
Improvements may NOT begin prior to closing your loan with CEE
A copy of CEE's information sharing practices and privacy policy is attached for
your records. This form does not need to be signed or returned.
Completed applications may be retuned:
By fax: 612-335-2650
By mail: 212 3`" Ave N, Suite 560, Minneapolis MN 55401
By email: loaninfo@mncee.org (please note: documents sent via email may not be secure)
Application for Credit
Center for Energy and Environment ("CEE")
This application is to be completed by the applicant without the lender's assistance and is required to determine eligibility for financing.
Applicants should complete this form as "A�pltcant" or "Co -A plicant" as applicable. Co-Ap licant information must also be provided when the
income or assets of a person other than tt c Applicant lincluding the Applicant's spouse) will be used as a basis for qualification and/or
repayment of the loan or grant being requested.
A portion of the information requested In this credit application is classified as "private data on individuals" under Minnesota Statute 462A.065.
Use of the data is limited to that necessary for the administration and management of this program by CEE personnel, those under contract with
CEE that have a need to know this information, and other governmental agencies when authorized by state statute or federal law.
Section 1: Terms Requested
Amount $ Term (No. of Months)
How did you learn about CEE?
Section 2: Property Information
Property Address (where work will be performed):
Street: City: Zip:
County:
Name of Neighborhood (if Applicable):
Number of Dwelling Units:
0 1 -unit 0 2 -unit 0 3 -unit 0 4 -unit 0 Other
Year Built:
Month and Year Purchased:
Purchase Price: $
Describe the Improvements to be made:
Gas Company Name:
Electric Company Name:
Section 3: Applicant Information
Applicant Name (include Jr/Sr if applicable)
Co -Applicant Name (include Jr/Sr if applicable)
Social Security Number
Date of Birth
Social Security Number
Date of Birth
0 Married 0 Separated
0 Unmarried (includes single, divorce, widowed)
0 Married 0 Separated
0 Unmarried (includes single, divorce, widowed)
# and Ages of Dependants
# and Ages of Dependants (if different than Applicant)
Home Phone
Home Phone
Work Phone
Work Phone
Mobile Phone
Mobile Phone
Email
Email
Present Address (if different than property address)
Present Address (if different than property address)
Previous Address (if less than 2 years at current)
0 Own 0 Rent How Long?
Previous Address (if less than 2 years at current)
0 Own 0 Rent How Long?
1 of 5
CEE / CEE Appucam/ 9. 18
Sectinn 4: income / Emalovment
Name & Address of Employer
Yrs/Mos at this lob
Name & Address of Employer
Yrs/Mos at this Job
Yrs in this line of work
Yrs in this line 7 -work
Position/Title
Position/Title
❑
If employed in current position for less than 2 years, or if currently employed in more than one position, complete the following:
Name & Address of Employer
Ym/Mos at this Job
Name & Address of Employer
vrs Mos at his Job
Yrs in this line of work
Yrs in this line of work
Position/Title
Position/Title
Gross Monthly Income is
Applicant
Co -Applicant
$
Base Income
$
$
$
Overtime
$
$
Bonuses
$
$
$
Commissions
$
$
Dividends / Interest
$
$
Social Security / Pension
$
$
Net Rental Income
$
S
Self -Employed Income
$
S
Other z
$
$
TOTAL
$
$
1 Self Employed Applicants: Self employed applicants will be required to provide additional documentation such as tax returns and financial
statements.
2 Other Income: May include such things as unemployment, alimony, child suppon or separate maintenance, which income need not be
revealed if the Applicant(Co-Applicant does not choose to have it considered for repaying this loan:
Describe Other Type of Income - Applicant Monthly Amount escribe Other Type of Income - Co -Applicant Monthly Amount
$ $
$ $
Section 5: Credit History / Debts
List all current obligations including mortgage loans, installment loans (such as auto and student loans), revolving charge accounts, debts to
banks or finance companies and government agencies. Use additional sheet of paper if necessary.
To Whom Indebted
Amount Owed (Balance)
Monthly Payment
Check If Business
Related
1 st Mortgage':
❑
$
$
2nd Mortgage:
❑
$
$
❑
$
$
❑
Other Real Estate Owned (prove property address &
❑
name of Leuder):
$
$
• If reel estate taxes and bomeowners/flood insurance are not included in the mortgage payment amount above, please est the amounts here:
$ taxes per year $ insurance per year
2of5
CEE / CEE AppGrstlov/ 9-18
These questions apply to all applicants. Ifyou answer "yes" to question 1-5, please provide a written explanation, including the circumstances
and dates. Use a separate piece of paper if necessary.
Co -Applicant
App licant
Yes No
Co- Ap licant
Yes No
1: Are there any outstanding judgments or liens against you?
❑
❑ 13
2: Have you declared bankruptcy (Chapter 7 or 13) within the last 36 Months?
❑ ❑
❑ Mexican
3: Have/you had any property foreclosed upon or given title or deed -in -lieu thereof in the past 36rnonth
❑
❑
4: Are you a co -maker or endorser of a note that is not included in the above listed debts?
❑ 0
❑
5: Are you obligated to pay alimony, child support or separate maintenance?
❑
❑ ❑
6. Do you intend to occupy this property (at least one mit) as your primary residence?0
0
11❑
7. Are you a U.S. citizen?
❑ Other Hispanic or Latino - enter race
8. Are you a permanent resident alien?
❑ Not Hispanic or Latino
Section 6: Information for government Monitoring Purooses
Applicant
Co -Applicant
❑ I do not wish to famish this information
❑ I do not wish to famish this information
Ethnicity:
❑ Hispanic or Latino
Ethnicity:
❑ Hispanic
❑ Mexican
❑ Mexican
❑ Puerto Rican
❑ Puerto Rican
❑ Cuban
❑ Cuban
❑ Other Hispanic or Latino
❑ Other Hispanic or Latino - enter race
❑ Not Hispanic or Latino
❑ Not Hispanic or Latino
Race:
❑ American Indian or Alaskan Native
Race:
❑ American Indian or Alaskan Native
❑ Asian
❑ Asian
❑ Asian Indian ❑ Koreon
❑ Asian Indian ❑ Koreon
❑ Japanese ❑ Filipino
❑ Japanese ❑ Filipino
❑ Chinese ❑ Vietamese
❑ Chinese ❑ Vietamese
❑ Other Asian
❑ Other Asian
❑ Black or African American
❑ Black or African American
❑ Native Hawaiian or Other Pacific Islander
❑ Native Hawaiian or Other Pacific Islander
❑ Native Hawaiian
❑ Native Hawaiian
❑ Guamanian or Chamorro
❑ Guamanian or Chamorro
❑ Samoan
❑ Samoan
❑ Other Pacific Islander - enter race
❑ Other Pacific Islander - enter race
❑ White
❑ White
Sex: ❑ Male ❑ Female Sex: ❑ Male ❑ Female
To be completed by Lender
This information was provided by:
❑ In a face-to-face interview ❑ In a telephone interview
❑ By the applicant and submitted by fax or mail ❑ By the applicant and submitted via email or the Internet
3 of 5
CEE/CEEAppl Uon/0.18
Acknowledaments and Agreements
I agree to, acknowledge, and represent the following statements to CEE (this includes CEE's agents, service
providers, and any of their successors and assigns), and to other participants in the loan or grant applied for
(including any actual or potential source of funding, any actual or potential owner of the loan or acquirer of any
beneficial or other interest in the loan, any guarantor, servicer or service provider on the transaction, and any of
their successors and assigns).
By signing below, I agree to, acknowledge, and represent the following statements about:
(1) The complete information for this application.
The information I have provided in this application is true, accurate, and complete as of the date I signed this
application. If the information I submitted changes or I have new information before the closing of the transaction,
I must change and supplement this application. CEE and other participants in the loan or grant applied for may rely
on the information contained in the application before and after closing of the transaction. Any intentional or
negligent misrepresentation of information may result in the imposition of civil liability on me, including monetary
damages, if a person suffers any loss because the person relied on any misrepresentation that I have made on this
application, and/or criminal penalties on me including, but not limited to, fine or imprisonment or both under the
provisions of federal law (18 U.S.C. 1001 et seq.).
(2) Electronic records and signatures.
CEE and other participants in the transaction may keep any paper record and/or electronic record of this application,
whether or not the transaction is approved. If this application is created as (or converted into) an "electronic
application", I consent to the use of "electronic records" and "electronic signatures" as the terms are defined in and
governed by applicable federal and state electronic transaction laws. I intend to sign and have signed this
application either using my: (a) electronic signature; or (b) a written signature and agree that if a paper version of
this application is converted into an electronic application, the application will be an electronic record, and the
representation of my written signature on this application will be my binding electronic signature. I agree that the
application, if delivered or transmitted to CEE or other participants in the loan or grant applied for as an electronic
record with my electronic signature, will be as effective and enforceable as a paper application signed by me in
writing.
(3) Delinquency.
CEE and other participants may report information about my account to credit bureaus. Late payments, missed
payments, or other defaults on my account may be reflected in my credit report and will likely affect my credit
score.
(4) Use and sharing of information.
I understand and acknowledge that CEE and other participants in the loan or grant applied for can obtain, use, and
share the application, a consumer credit report, and related documentation for purposes permitted by applicable
laws.
(5) Eligibility.
I am not a spouse, child, parent, sibling or spouse of a sibling of a CEE director, officer or employee, nor do I hold
any of the aforementioned positions.
(6) Security interest.
If I have applied for a loan, the loan may be secured by a mortgage or deed of trust which provides CEE a security
interest in the property described in this application.
4of5
CEE / CEE AMOCgion/ 9-18
occuun r oiguurures
Type of Credit Requested: (Important! Check and Initial the appropriate boxes below):
❑ Individual Credit (Relying solely on my income or assets) (Initials)
❑ Joint Credit (Relying on my income and assets as well as that of someone else) (Initials)
(Applicant) Date
(to be completed by CEE)
TIL and NMLSR ID
Loan Originator Company Name
Loan Originator Company NMLSR ID
5 of 5
(Co -Applicant) Date
Loan Originator Individual Name
(as name appears on NMLSR)
Loan Originator Individual NMLSR ID
(if applicable)
CEE / CEE_Appli... m/ 9-18
AUTHORIZATION AND RELEASE
I/We have applied for a loan or grant through the Center for Energy and Environment (CEE). As part of
the application, origination, processing, underwriting, closing and post -closing quality control review of the
proposed loan or grant, CEE and/or other parties involved in the application, origination, processing,
underwriting, closing or post -closing quality control review of the proposed loan or grant may verify
information contained in my/our loan or grant application and in other documents required in connection
with the applied -for loan or grant, and may disclose information and/or documents provided or obtained
through this process to other parties for purposes related to the proposed loan or grant or the improvements
for which the proposed loan or grant is sought.
Accordingly, I/we hereby authorize, without reservation, any person or entity contacted by CEE or such
other parties involved in the loan or grant approval or review process to famish any and all information and
documents that may be required for verification purposes in connection with the loan or grant I/we have
applied for or obtained, including, without limitation, any and all information and documents concerning
my/our social security number(s), credit history, employment history, employment status, income, assets,
debts, financial account balances and history, mortgage loan and payoff information, education, motor
vehicle reports, income tax returns, professional licensures, military records, and other requested records
held by any local, state or federal agency.
I/We agree that said information and documents may be obtained from any source, including without
limitation any local, state or federal agency, consumer credit reporting agency, employer, creditor,
depository, mortgage holder, financial institution, licensing board, or association, and hereby release any
such person or entity from any and all liability for famishing such information and documents to CEE or
other involved parties.
I/We further authorize CEE, without reservation, to disclose information and documents provided to or
obtained by CEE through the loan or grant process to any third party, or any agent or employee thereof, for
purposes of the loan or grant for which I/we have applied or the improvements for which the proposed loan
or grant is sought, and hereby release CEE from any and all liability for furnishing such information and/or
documents to such parties for such purposes.
A copy of this authorization and release bearing a copy of the signature(s) of the undersigned may be
deemed to be equivalent of the original and may be treated and used as a duplicate original.
Applicant's Signature
Printed
Applicant's Social Security Number
Date
Co -Applicant's Signature Date
Printed Name:
Cc -Applicant's Social Security Number
USA Patriot Act Information Disclosure
Important Information about Application Procedures
Center for Energy and Environment
212 3" Avenue North, Suite 560
Minneapolis, MN 55401
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all
financial institutions to obtain, verify, and record information that identifies every customer.
What this means to you! When you apply for a loan, we will ask for your name, address, date of birth, and other
information that will allow us to identify you. We will ask to see your driver's license or other identifying
documents.
I/We acknowledge that I/we received a copy of this disclosure.
Date
Date
NON -AGENCY DISCLOSURE
CENTER FOR ENERGY AND ENVIRONMENT IS NOT ACTING AS YOUR
AGENT IN CONNECTION WITH OBTAINING A RESIDENTIAL
MORTGAGE LOAN. WHILE WE SEEK TO ASSIST YOU IN MEETING
YOUR FINANCIAL NEEDS, WE CANNOT GUARANTEE THE LOWEST OR
BEST TERMS AVAILABLE IN THE MARKET.
By my/our signature(s) below, Uwe acknowledge receipt of the foregoing disclosure, and further acknowledge that
Uwe have read it and understand what it means.
Date
Date
CEE/Noo_Agen _D /6-12
Cee*'
Center for Energy and Environment
WHAT DOES CENTER FOR ENERGY AND ENVIRONMENT (CEE)
DO WITH YOUR PERSONAL INFORMATION?
Financial companies choose how they share your personal information. Federal law gives consumers
the right to limit some but not all sharing. Federal law also requires us to tell you how we collect,
share, and protect your personal information. Please read this notice carefully to understand what we
do.
The types of personal information we collect and share depend on the product or service you
have with us. This information can include:
■ Social Security number and income
■ Account balances and payment history
■ Credit history and employment information
When you are no longer our customer, we continue to share your information as described in this
notice.
All financial companies need to share customers' personal information to run their everyday
business. In the section below, we list the reasons financial companies can share their customers'
personal information; the reasons CEE chooses to share; and whether you can limit this sharing.
CEE
For our everyday business purposes—
such as to process your transactions, maintain your Yes No
account(s), respond to court orders and legal
investigations, or report to credit bureaus
For our marketing purposes— Yes No
to offer our products and services to you
For joint marketing with other financial companies No We don't share
For our affiliates' everyday business purposes—
information about your transactions and experiences No We don't share
For our affiliates' everyday business purposes—
information about your creditworthiness No We don't share
For nonaffiliates to market to you No We don't share
03/2012
Who is providing this notice? Center for Energy and Environment
How does CEE To protect your personal information from unauthorized access and use,
protect my personal information? we use security measures that comply with federal law. These measures
include computer safeguards and secured files and buildings.
How does CEE We collect your personal information, for example, when you
collect my personal information? ■ Apply for a loan or give us your income information
■ Apply for financing or give us your employment history
■ Provide your mortgage information
We also collect your personal information from others, such as credit
bureaus, affiliates, or other companies
Why can't I limit all sharing? Federal law gives you the right to limit only
■ sharing for affiliates' everyday business purposes—information
about your creditworthiness
■ affiliates from using your information to market to you
■ sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to
limit sharing.
Affiliates Companies related by common ownership or control. They can be
financial and nonfinancial companies.
■ CEE does not share with our affiliates
Nonaffiliates Companies not related by common ownership or control. They can be
financial and nonfinancial companies.
■ CEE does not share with nonaftiates so they can market to you
Joint Marketing A formal agreement between nonaffiliated financial companies that
together market financial products or services to you.
■ CEE does not jointly market
03/2012
LOAN ORIGINATION AGREEMENT
This LOAN ORIGINATION AGREEMENT ("Agreement") is made by and between the ELK RIVER
HOUSING and REDEVELOPMENT AUTHORITY, with offices at 13065 Orono Parkway, Elk River, MN
55330 ("Authority"), and CENTER FOR ENERGY AND ENVIRONMENT, with offices at 212 3rd Avenue
North, Suite 560, Minneapolis, Minnesota 55401 ("CEE").
RECITALS
A. The Authority has a need for certain professional services and desires to retain CEE to
provide said services, all subject to the terms and conditions contained in this
Agreement.
B. CEE is qualified to provide the desired professional services and desires to provide said
services for the Authority, all subject to the terms and conditions contained in this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained in this
Agreement, the parties agree as follows:
1. Services/Scope of Work
1.1 CEE shall in conjunction with the Authority develop and deliver the City of Elk
River Home Improvement Loan Program (hereinafter the "Program") and more fully
described in Exhibit A attached hereto. All activities delivered under the Program
shall be coordinated with the Authority's designated Economic Development
Director, Amanda M. Othoudt.
1.2 CEE shall assist the Authority staff in marketing the Program. CEE shall insure that
the Authority's sponsorship of the program is a prominent part of any marketing
effort. (optional)
1.3 The funding source is exclusively from the Authority and the program will be
referred to as the Authority Funded Program.
2. Compensation
2.1 The Authority shall compensate CEE for services provided under this agreement
according to the following schedule and more fully described in Exhibit B attached hereto:
Loan Set Up Fee
$1,500
The Authority shall pay CEE a one time loan set-up fee. This shall compensate CEE for
time and labor to create the loan program.
Loan Oriaination Fee
$550.00
The Authority shall pay CEE an Origination Fee for each loan closed using the Authority
Funded Program. The Origination Fee shall compensate CEE for assisting borrowers with
CONTRACT between Elk River Housing and Redevelopment Authority and CENTER FOR ENERGY AND ENVIRONMENT Page 1
loan applications, preparation of loan documents, loan closing and other direct costs of
processing loans. Mortgage filing, title work, credit report, flood and other applicable
closing costs shall be paid by the borrower. CEE shall provide a copy of closing
documents including the loan note and mortgage as documentation of the loan
closing.
Remodeling Advisor Visit Fee(RAV)
$TBD
CEE will provide City of Elk River homeowners with rehabilitation counseling services to
assist in evaluating projects, bids and how to move forward with their project. The visit
fee is for each site visit or trip to the property. Phone calls, emails and other forms of
communication are included in the fee. (This is something that we do for other cities
and subcontract. Cost is usually $225, but would want to talk to our contractor (former
CEE employee) to see what the cost would be due to distance).
Post Installation Inspection Fee (Pill
M
The Authority shall pay CEE a fee for each post installation inspection completed. The
inspection shall be performed by CEE whenever the project does not require a building
permit to verify the work was completed. Same as above, an option may be to have
city inspections also inspect all projects and not only projects that require a permit.
Annual Administrative Fee
$500.00
This shall be due January 1:t of each calendar year the contract is in effect.
The Authority shall compensate CEE only for services completed.
Upon request, CEE will provide marketing services for the following fees:
CEE Labor $TBD
Hourly rates are inclusive of all overhead expenses and will be charged only for hours
directly related to marketing. CEE will be reimbursed by the Authority for any non -labor,
out-of-pocket expenses, relating to these services on a dollar -for -dollar basis with no
mark-up.
2.2 CEE shall invoice the Authority not more than two times each month for the principal
of loans and administrative fees. The Authority shall pay CEE within 20 days of receipt of
the invoice.
3. CLIENT'S Obligations
3.1 If requested by CEE, the Authority shall make reasonable efforts to respond
promptly to requests from CEE for information and approvals regarding the
services to be provided under this Agreement.
CONTRACT between Elk River Housing and Redevelopment Authority and CENTER FOR ENERGY AND ENVIRONMENT Page 2
3.2 If requested by CEE, the Authority shall make reasonable efforts to obtain
information and or permission for access from clients which may be necessary.
for CEE to provide the services under this Agreement.
3.3 The Authority shall provide sufficient funding to fund eligible Authority funded
loans. The Authority shall determine the amount of funds allocated to the
Program.
3.4 The Authority shall establish eligibility for the Authority Funded Program and shall
provide these criteria in writing to CEE prior to commencement of any
marketing efforts.
3.5 The Authority shall make reasonable efforts to respond promptly to requests from
CEE for information and approvals regarding the services to be provided under
this Agreement.
4. CEE's Obligations
4.1 CEE shall use its best efforts to provide services under this Agreement in a
professional manner consistent with the care and skill used by reputable
members of CEE's profession.
4.2 CEE, and all of its employees or agents, shall comply with all statutes,
ordinances, rules, regulations and other laws applicable to the provision of
services under this Agreement.
4.3 CEE shall secure all permits and licenses required for performance of the
services under this Agreement.
4.4 CEE shall not engage in discriminatory employment practices against any
employee or applicant for employment and shall in all respects comply with all
federal, state and local laws, regulations and orders, including without limitation,
Chapter 363 of the Minnesota Statutes, as amended from time to time. Failure
to comply with the provisions hereof shall be deemed a material default under
this Agreement.
5. Term and Termination
5.1 Unless earlier terminated as provided in the following paragraphs, this
Agreement shall become effective on TBD, and continue through TBD
5.2 This Agreement may be terminated by either party, for any reason or no reason,
immediately upon written notice to the other party. In the event this Agreement
is terminated by CEE prior to the expiration of the term set forth in paragraph
5.1, the Authority shall compensate CEE for all services delivered up the date of
termination and CEE shall provide the Authority with such information as the
Authority may request regarding the status of the Authority Funded Program.
5.3 Any termination of this Agreement shall not release either party from their
respective obligations under sections 7 and 8 of this Agreement.
CONTRACT between Elk River Housing and Redevelopment Authority and CENTER FOR ENERGY AND ENVIRONMENT Page 3
6. Insurance
7.
S.
6.1 During the term of this Agreement, CEE will obtain and maintain insurance in the
amounts listed below:
General Liability $2,000,000 Aggregate Limit
Automobile Liability $1,000,000 Combined Single Limit
Excess Liability $1,000,000 Aggregate Limit
Workers Compensation Statutory Limit
Liability and Indemnification
7.1 CEE represents that the services to be provided under this Agreement are
reasonable in scope and that CEE has the experience and ability to provide the
services.
7.2 CEE warrants that any services provided hereunder shall be done in a
professional and workmanlike manner.
7.3 CEE shall indemnify, defend and hold harmless Authority and its officers,
directors, employees and agents from and against any and all claims,
damages, losses, injuries and expenses (including attorneys' fees and damages
for death, personal injury and property damage) which Authority may incur as a
result of any act or omission by CEE in providing services under this Agreement.
7.4 Authority shall indemnify, defend and hold harmless CEE and its officers,
directors, employees and agents from and against any and all claims,
damages, losses, injuries and expenses (including attorneys' fees and damages
for death, personal injury and property damage) which CEE may incur as a
result of any act or omission by Authority in discharging its duties under this
Agreement.
Confidentiality
Unless otherwise agreed by Authority in writing, CEE shall maintain in confidence and
not disclose to any third party any information obtained regarding the Authority
and/or any of Authority's clients for which CEE is providing services; provided,
however, that this obligation to maintain confidentiality shall not apply to:
a) Information in the public domain at the time of disclosure;
b) Information which becomes part of the public domain after disclosure
through no fault of CEE; or
c) Information which CEE can demonstrate was known by it prior to the date
of this Agreement.
Notwithstanding the foregoing, CEE shall be entitled to disclose the documents or client
information covered by this paragraph to governmental authorities to the extent CEE
CONTRACT between Elk River Housing and Redevelopment Authority and CENTER FOR ENERGY AND ENVIRONMENT Page 4
reasonably believes it has a legal obligation to make such disclosures and to the extent
CEE reasonably deems to be necessary; provided, however, that if CEE believes that any
such disclosure is required by law, it shall provide advance notice to the Authority to
provide the Authority with a reasonable opportunity to attempt to obtain an injunction or
other protective order preventing such disclosure.
9. Relationship of Parties
CEE will provide services as an independent contractor under this Agreement.
Neither CEE, nor any of its employees or agents, shall be considered employees of the
Authority for any purpose, and neither shall CEE be eligible for any compensation or
benefits which the Authority may provide to its employees from time to time. CEE shall
be solely responsible for all employment and other taxes applicable to providing
services hereunder, and the Authority will not withhold any taxes or contributions from
the compensation payable to CEE under this Agreement.
10. Notices
All notices, requests, demands and other communications required to be given in
writing under this Agreement shall be given to the other party in person or by mail as
provided in this section. If delivered personally, notice shall be deemed to have been
duly given on the date of delivery. If delivered by mail, such notice shall be sent via
first class U.S. mail, postage prepaid, to the address set forth at the beginning of this
Agreement or such other address as a party may otherwise request by written notice,
and notice shall be deemed duly given three (3) business days after mailing.
11. Assignment
This Agreement shall be binding upon and inure to the benefit of the parties and their
respective heirs, successors and assigns; provided, however, that neither party shall
assign or transfer in any manner, this Agreement or any portion hereof without the
prior written consent of the other party, and any attempt to assign or transfer without
prior written consent shall be void and of no effect.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of Minnesota.
13. Miscellaneous
13.1 Headings and captions used in this Agreement are for convenience only and
shall not affect the meaning of this Agreement.
13.2 This Agreement contains the entire agreement of the parties and supersedes all
prior agreements, discussions and representations, written or oral, concerning
the subject matter hereof.
CONTRACT between Elk River Housing and Redevelopment Authority and CENTER FOR ENERGY AND ENVIRONMENT Page 5
13.3 No waiver by the Authority of any term or condition of this Agreement or any
document referred to herein shall, whether by conduct or otherwise, be
construed as a waiver or release of any other term or condition of this
Agreement.
13.4 This Agreement may only be amended in a written agreement signed by both
parties.
13.5 Except as expressly set forth in section 7, the rights and benefits under this
Agreement shall inure solely to the benefit of the Authority and CEE, and this
Agreement shall not be construed to give any rights, benefits or causes of
action to any third party.
13.6 The invalidity or partial invalidity of any provision of this Agreement shall not
invalidate the remaining provisions, and the remainder shall be construed as of
the invalidated portion shall have never been a part of this Agreement.
13.7 CEE shall comply with the provisions of Minnesota Statutes Chapter 13
(Government Data Practices) that are applicable to the Authority and shall not
disseminate any information concerning loan requests of the borrowers without
the prior written approval of the Authority.
13.8 This Agreement may be signed in any number of counterparts, each of which
shall be deemed an original and one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
ELK RIVER HOUSING and REDEVELOPMENT
AUTHORITY
Print Name
CENTER FOR ENERGY & ENVIRONMENT
Date: Tax ID # 41-1647799
CONTRACT between Elk River Housing and Redevelopment Authority and CENTER FOR ENERGY AND ENVIRONMENT Page 6
LOAN SERVICING AGREEMENT
This LOAN SERVICING AGREEMENT ("Agreement') is made by and between CENTER FOR
ENERGY AND ENVIRONMENT, with offices at 212 Third Avenue North, Suite 560, Minneapolis,
Minnesota 55401 ("CEE") and NAME OF CLIENT, with offices at
("Client').
RECITALS
In consideration of their mutual undertakings and payments provided for herein, the parties recite,
covenant, and agree to the following:
A. CEE is a non-profit corporation engaged in the servicing of development loans; and
represents that it is qualified and authorized to perform the services described herein; and
B. Client originates, purchases, owns, and/or manages loans that benefit economically distressed
or declining areas, disadvantaged persons, neighborhoods or community revitalization, foster
job creation, or other section 501(c)(3) charitable purposes; and
C. CEE is authorized by Client to function as a servicing agent under the terms of this
agreement; and
D. Client now desires to have CEE perforin the duties set forth herein for the loans covered by
this Loan Servicing Agreement (the "Agreement').
NOW, THEREFORE, CEE and Client agree as follows:
Duties of CEE
CEE shall, at all times and with respect to all loans identified by Client (the "Client Loans")
which it has been engaged by the Client to service, employ its normal and regular servicing
activities in the servicing of Client Loans to perform those responsibilities specifically set forth
on Exhibit A (the "Services"). The parties acknowledge that, from time to time, the Services may
be modified at the request of the Client and agreement by CEE. Such changes shall be mutually
agreed upon and are not effective unless agreed to in writing by the execution of a revised Exhibit
A.
2. Effective Date
CEE shall commence servicing activities under this agreement effective on the following date:
'2018 ("Effective Date") and shall continue until terminated as provided in
Section 14 of this Agreement.
3. Servicing Compensation and Reimbursement
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CLIENT NAME Loan Servicing Agreement #XXXX
Client shall compensate CEE for the Services in accordance with the fee schedule attached as
Exhibit B of this Agreement and reimburse CEE for any of CEE's out of pocket third -party costs
of recordation, perfecting or releasing liens, legal costs incurred, servicing of notices,
repossession, foreclosure, and other similar costs paid by CEE on behalf of Client with respect to
CEE's actions on specific Client Loan(s) (the "Fees"). CEE shall retain any late fee payments
collected from borrower. CEE shall retain fees owed from Fund Remittance as provided in
Exhibit A. CEE shall issue a report to Client showing fees netted with funds remitted to Client.
Following the Initial Term, as hereinafter defined, CEE may increase the Fees from time to time
by providing an updated Exhibit B to Client at least sixty (60) days prior to effective date of the
new fee schedule and no more than one time annually.
4. Initial Boarding of Clients
In making this Agreement, CEE represents, warrants, and agrees to provide Client the
Information for each Client Loan and the loan documents related to the Client Loans upon
request.
For purposes of this Agreement, "Information" shall include the following:
• Borrower Full Name
• Property Address, if Secured
• Loan Amount
• Interest Rate
• Term
• Closing Date
• Monthly Payment Amount
• Payoff Date
• Amortization Schedule
• Closing Documents
• Servicing Records
• Complaint Resolution
• Collections Records (for Delinquent Accounts only)
Client will cooperate with CEE, and provide CEE such information and documents as may be
necessary in CEE's discretion to perform its duties under this Agreement, reconcile any loan
balance information provided to CEE, and CEE may rely in good faith on information provided to
it by Client.
5. Ongoing Boarding of Client Loans
On a regular basis, following the Effective Date of this Agreement, CEE will notify Client of
newly originated Loans for which it will service under the terms of this Agreement.
Client represents, warrants, and agrees to cooperate with CEE, and provide CEE such information
as may be necessary to perform its duties under this Agreement, reconcile any loan balance
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CLIENT NAME Loan Servicing Agreement #XXXX
information provided to CEE, and CEE may rely in good faith on information provided to it by
Client.
CEE represents, warrants, and agrees to onboard loans accurately according to the provisions
provided by Client and shall, subject to Section 26. Force Majeure of this Agreement, remedy any
onboarding errors within five (5) business days (or such shorter period as may be required by
applicable law) after receipt of notice of such errors.
6. Reports the Property of Client
All reports, documents, and materials delivered by CEE to Client pursuant to this Agreement are
the exclusive property of Client. Client may use any work product prepared by CEE in such
manner, for such purpose, and as often as Client shall deem advisable, in whole, in part, or in
modified form, without further compensation to CEE.
7. Nature of Agreement
CEE shall perform all of its services and duties hereunder at its own expense and without cost or
charge to Client except as expressly provided in Exhibit B of this Agreement.
Governmental Approvals. CEE has obtained and will maintain in full force and effect,
and satisfy at all times, all related eligibility criteria in order to maintain in full force and
effect, without material impairment, suspension or revocation, all municipal, local, or
other applicable governmental approvals, registrations, qualifications, permits, licenses,
and other applicable authorizations that are required or necessary to perform and conduct
the services and CEE's business in accordance with Applicable Requirements, as
hereinafter defined.
For purposes of this Agreement, "Applicable Requirements" shall mean:
(1) All applicable federal, state, and local legal and regulatory requirements binding
upon CEE related to the performance of the Services;
(2) All other final judicial and administrative judgments, orders, stipulations, awards,
writs, and injunctions applicable to CEE; and
(3) The reasonable and customary practices of prudent loan servicing providers that offer
the same types of services as CEE for the same types of loans serviced by CEE in the
jurisdictions in which CEE operates.
8. Disaster Recovery
CEE shall take all commercially reasonable precautions to mitigate the risks to information
regarding the Client Loans in connection with disruptions to business operations due to fire,
flood, storm, epidemic illness, equipment failure, sabotage, terrorism, natural disaster, disaster
caused by humans, or electronic data system failures;
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CLIENT NAME Loan Servicing Agreement #XXXX
CEE shall keep duplicate records of all electronic information in its possession or control
pertaining to Client Loans and shall store at least one copy of such duplicate records in a site
remote from its main offices in the following manner:
(1) Full backups of daily files for 7 consecutive days (weekly backup);
(2) Full weekly backups rolled into monthly backups;
(3) Monthly backups rolled into yearly files and kept for 7 years from the date loan
is paid off;
(4) Full daily backups of Cloud Data;
(5) Daily Cloud backups rolled up into Monthly files and moved out of the Cloud
into magnetic storage after 30 days;
(6) In the event of a natural disaster or catastrophic failure of CEE's electronic data
system, CEE shall have a period not to exceed 45 days from the date of such
catastrophe to recover or reconstruct such lost data necessary for compliance with its
disaster recovery obligations.
*The Cloud Provider's policy is subject to change. CEE will notify Client of any
material changes in the event that they affect the security of the loans.
9. Equal Opportunity Employment
CEE shall comply with all applicable provisions of the Equal Credit Opportunity Act (15 U.S.C.
§ 1691 et seq.). CEE is an equal opportunity employer and will not discriminate against any
person on the basis of race, color, creed, religion, sex, national origin, age, disability, marital
status, sexual orientation, status with regards to public assistance, or any other characteristic
protected by law.
10. Compliance
General. CEE shall comply with all Applicable Requirements.
Vendors. From time to time, CEE may engage vendors to perform certain tasks that may be
included in CEE's performance of the Services. CEE shall follow commercially reasonable
practices designed to ensure that any Services performed by vendors are in compliance with the
Applicable Requirements and this Agreement.
Policies and Procedures. CEE will maintain and follow written internal policies and procedures
related to the Applicable Requirements in connection with providing services to Client, including
without limitation, policies and procedures for internal quality control, employee hiring and
training, and other methods that ensure compliance.
Audit Rights. Client will have the right to audit CEE, at Client's own expense and not more than
once per calendar year, for purposes of evaluating compliance with the terms of this Agreement.
CEE will require full cooperation and will be responsible for assuring full cooperation by its
employees and vendors in connection with such audits. CEE will and shall cause any vendor that
performs tasks related to the Services to allow Client and its counsel, accountants, and other
representatives, as well as the applicable regulatory authorities of Client, reasonable access upon
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CLIENT NAME Loan Servicing Agreement #XXXX
thirty (30) days advance written notice and only during normal business hours, to all of CEE and
vendors' files, books and records directly relating to the Services performed for Client under this
Agreement. CEE will provide, and shall require the vendor to provide, to Client, or obtain for
Client, access to such properties, records, and personnel as Client may reasonably require, and
shall provide Client with CEE's most recent audited financial statements and the names, resumes,
and proof of any required licensures for all relevant personnel employed by CEE , the Client and
its representatives and affiliates shall treat all information obtained in such investigation that is
not otherwise in the public domain as confidential. CEE shall make financial statement audits
available to Client on an annual basis, including any SSAE -16 audits that may be performed on
behalf of CEE. CEE shall remit annual financial statement audit reports to Client upon request.
11. Cooperation.
Client agrees that it shall (a) promptly deliver to CEE (i) any communications that Client receives
from a borrower relating to such borrower's loan, and (ii) any communication Client receives from
any regulator, state of federal agency or other governmental entity relating to any borrower's loan that
is being serviced by CEE or otherwise relating to CEE's loan servicing activities, and (b) cooperate
with CEE regarding any claim, dispute, regulatory examination or investigation related to Client's
loans and the services provided to Client by CEE under this Agreement.
12. Indemnity
CEE and Client each agree to indemnify, defend, and hold the other and each of their respective officers,
directors, employees, agents, counsel, advisors, and representatives (each, an "Indemnified Party")
harmless from and against any and all claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments, and any other costs, fees, and expenses incurred by Indemnified Party arising out of
any actions, demands, investigations, proceedings, claims, counterclaims, or defenses, made by or on
behalf of any third party related to the failure of CEE or Client to perform its duties in compliance with
the terms of this Agreement. Notwithstanding the foregoing, neither CEE nor Client shall indemnify any
such Indemnified Party if such acts, omissions, or alleged acts constitute fraud, gross negligence, willful
misconduct, or breach of fiduciary duty by such Indemnified Party. Neither CEE nor Client shall have an
obligation to appear with respect to, prosecute, or defend any legal action which is not incidental to this
Agreement.
12. Taxes. Neither CEE nor Client shall be responsible to the other party for any taxes owed by such
party, including, without limitation, any federal, state, or local income or franchise taxes or other taxes,
imposed on or measured by income received by such party (or any interest or penalties with respect
thereto or arising from a failure to comply therewith) that are required to be paid by such party in
connection herewith to any taxing authority.
13. Reliance. CEE and Client, and any director, officer, employee, or agent of CEE or Client
respectively, may rely on any document of any kind which it, in good faith, reasonably believes to be
genuine and to have been adopted or signed by the proper authorities or persons respecting any matters
arising hereunder.
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CLIENT NAME Loan Servicing Agreement #XXXX
14. Insurance
During the term of this Agreement, CEE will obtain and maintain insurance in the amounts listed
below:
General Liability
$2,000,000
Aggregate Limit
Automobile Liability
$1,000,000
Combined Single Limit
Excess Liability
$1,000,000
Aggregate Limit
Professional Liability
$1,000,000
Aggregate Limit
Workers Compensation
Statutory Limit
15. Limitation ofLiability
CEE's role is strictly limited to the Services. Client will be solely responsible for making all
decisions concerning the management of the Client Loans. At all times, Client will be responsible
for the accuracy of all information provided to CEE, and CEE may rely on any document of any
kind which it, in good faith, reasonably believes to be genuine and to have been adopted or signed
by the proper authorities or persons respecting any matters arising hereunder. The sole duty of
CEE is to exercise ordinary care in its performance of the obligations described in this
Agreement. Client agrees that CEE, its officers, directors, agents, and employees ("CEE
Representatives") will not be liable for events or circumstances beyond their reasonable control.
Client and CEE agree that clerical errors and mistakes in judgment do not constitute a failure to
exercise ordinary care or to act in good faith.
Neither party shall be liable to the other or any other person for any indirect, incidental,
consequential, punitive or special damages whatsoever (including without limitation, any
damages claimed for loss of income, revenue, or profits or for loss of goodwill) arising from or
related to services provided pursuant to this agreement. The exclusive remedy available to Client
shall be the right to pursue claims for actual damages that are directly caused by acts or omissions
that are breaches by CEE of its duties under this agreement. Notwithstanding anything to the
contrary in this Agreement, CEE's total aggregate liability arising out of or related to this
Agreement shall not exceed the total amount of fees paid by Client to CEE pursuant to this
agreement during the twelve (12) months immediately preceding the event giving rise to such
action, excluding any third party costs.
16. Term of Agreement: Termination
The initial term shall commence on the Effective Date and continue for a period of three (3) years
(the "Initial Term"). Thereafter, the Agreement shall automatically renew for successive one (1)
year periods, unless CEE or Client provides written notice of non -renewal or amendment to the
other party at least sixty (60) days before the end of the then current term. Notwithstanding the
preceding, on the date corresponding to sixty days prior to the initial three-year anniversary, the
contract will automatically extend to the next one-year anniversary date, unless notice of
termination is given as specified in the following paragraph.
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CLIENT NAME Loan Servicing Agreement #XXXX
Either Client or CEE may terminate servicing by CEE with respect to any Client Loan or
all Client Loans upon (a) ninety (90) days prior written notice delivered to the other party via
email (and duly acknowledged by the other party) or (b) upon the occurrence of a CEE
Termination Event (as defined below). Upon such termination, CEE shall promptly supply
appropriate reports, documents, promissory notes, and other information as requested by Client or
any person or entity designated by Client and shall use its commercial best efforts to effect the
orderly and efficient transfer or servicing to the Client or a new servicer designated by Client
subject to the fees described in Exhibit B.
If any of the following events with respect to CEE shall occur and be continuing, it shall be a
"Termination Event":
A. Any failure by CEE to remit any payment required to be made under the terms of the
Agreement which continues un -remedied for a period of ten (10) business days after
such payment was required to be made (and such cured failure shall not be deemed a
Termination Event); provided, however, that any such failure shall not constitute a
Termination Event if such delay or failure could not have been prevented by the
exercise of reasonable diligence by CEE, or such delay or failure was caused by
events subject to Section 26. Force Majeure; or
B. Any material breach by CEE or Client of their respective representations and
warranties contained herein that materially and adversely affects the interests of the
other, or any failure on the part of CEE or Client to observe or perform in any
material respect any of the covenants or agreements other than as described in
subsection A of this Section 14 and that continues un -remedied for a period of thirty
(30) days after the date on which notice of such breach, requiring the same to be
remedied, shall have been given to by the non -breaching party to the breaching party;
provided, however, that if the breaching party certifies to the non -breaching party
that it has in good faith attempted to remedy such breach, such cure period will be
extended to the extent necessary to permit breaching party to cure such breach; or
C. CEE or Client shall suffer a material adverse change in its financial condition that
affects its ability to perform its obligations under this Agreement; or
D. CEE or Client is subject to a bankruptcy or other proceeding relating to its liquidation
or insolvency, or a decree or order of a court or agency or supervisory authority
having jurisdiction for the appointment of a conservator or receiver or liquidator in
any insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding -up or liquidation of its affairs, shall have been
entered against CEE or Client and such decree or order shall have remained in force,
undischarged or un -stayed for a period of sixty (60) days; or
E. CEE or Client shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets or liabilities,
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CLIENT NAME Loan Servicing Agreement #XXXX
or similar proceedings of or relating to CEE or Client or of or relating to all or
substantially all of such party's property; or
F. CEE or Client shall admit in writing its inability to pay its debts as they become due,
file a petition to take advantage of any application insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations.
17. Assignment of Rights
This Agreement may not be assigned by Client except with prior written consent of CEE, which
consent shall not to be unreasonably withheld. CEE may not assign its rights under this
Agreement without the prior written consent of Client.
18. Independent Contractor
Nothing herein contained shall be deemed or construed to create a co -partnership or joint venture
between the parties hereto and the services of CEE shall be rendered as an independent contractor
and not as an agent for Client, its successors and assigns, or any obligors or noteholders under the
Client Loans.
19. Amendments
This Agreement may not be amended or modified except by a written agreement signed by the
parties in interest at the time of such modification. Notwithstanding the foregoing, CEE may
adjust the Fees by providing an updated Exhibit B as set for in Section 3 and all other Schedules
may be changed by mutual agreement.
20. Confidentiality
Neither Client nor CEE shall disclose or use any Confidential Information of the other party or its
affiliates, and each party will keep such Confidential Information confidential and will require
that its affiliates, officers, employees, contractors, vendors, and advisors who have access to such
Confidential Information comply with such non -disclosure and non-use obligations.
Notwithstanding the forgoing, Client or CEE may provide such Confidential Information
as required pursuant to a court or administrative subpoena, court order or other such legal
process or requirement of law; provided, however, that it shall endeavor to promptly
notify the other of such request, order or requirement, unless such notice is prohibited by
statute, rule, or court order. Nothing herein shall require either Client or CEE to fail to
honor a subpoena, court or administrative order, or a requirement of law on a timely
basis.
Notwithstanding this section, CEE is expressly permitted to release information to
borrowers upon written request regarding their specific loans; and, following receipt of
borrower's written authorization to release information, CEE is expressly authorized to
release such information regarding that borrower's loan to a third party.
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CLIENT NAME Loan Servicing Agreement #XXXX
CEE shall cause vendors, if any, not to use or disclose any Confidential Information of
Client except in compliance with this Agreement. Notwithstanding the foregoing, a
vendor may disclose Confidential Information as required pursuant to a court or
administrative subpoena, order or other such legal process or requirement of law;
provided, however, that it shall first notify Client of such request or requirement, unless
such notice is prohibited by statute, rule or court order. CEE shall not, on Client's behalf,
require a vendor to fail to honor a subpoena, court or administrative order, or a
requirement of law on a timely basis. CEE shall also cause vendors not to remove any
Confidential Information from Client premises without Client's prior written
authorization.
Each party shall limit access to the other party's Confidential Information to only those of
its employees and agents who require such access in performing their duties hereunder.
CEE agrees to either return the Confidential Information to Client or destroy the
Confidential Information upon completion of the work or, in any event, upon termination
of the Agreement between the parties. Except as expressly provided in this Agreement,
no ownership or license rights are granted in any Confidential Information.
Notwithstanding anything to the contrary in this Agreement, Confidential Information
may be disclosed to a party's accountants, attorneys, insurers, regulators and consultants.
Notwithstanding the foregoing, a party may retain one archival copy of Confidential
Information that may be used solely to demonstrate compliance with this Agreement,
Applicable Law, and internal policies and procedures.
"Confidential Information" for purposes of this agreement, shall mean any information of
CEE, Client, or their respective affiliates, whether written or oral, including:
A. Financial Information, marketing plans, and personnel records;
B. Technical and non-technical data, including without limitation, customer
lists, customer information, costumer non-public information, fee schedules,
forms, information, business and management methods, trade secrets,
compilation and analysis of financial information and data to prepare and
submit bids and proposals to third parties;
C. Other proprietary or confidential information;
D. Proprietary computer software, management information and information
systems, whether or not such Confidential Information is disclosed or
otherwise made available to one party or other pursuant to this Agreement;
E. Terms and provisions of this Agreement and any transaction or document
executed by the parties pursuant to this Agreement.
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CLIENT NAME Loan Servicing Agreement #XXXX
"Confidential Information" shall not include the following:
A. Information that is or becomes generally available to and known by the
public (other than as a result of an unpermitted disclosure directly or
indirectly by the receiving party or its affiliates, advisors, or representatives);
B. Information that is or becomes available to the receiving party on a non -
confidential basis from a source other than the disclosing party or its
affiliates, advisors, or representatives, provided that such source is not and
was not bound by a confidentiality agreement with or other obligation of
secrecy to the disclosing party of which the receiving party has knowledge at
the time of the disclosure; or
C. Information that has already been or is hereafter independently acquired or
developed by the receiving party without violating any confidentiality
agreement with or obligation secrecy to the disclosing party.
21. Attorney In -Fact. To enable CEE to carry out its obligations under this Agreement, Client hereby
a. authorizes CEE (and its third party contractors) on behalf of Client to communicate as
Client's agent with (i) borrowers, guarantors, and others obligated in connection with a
Loan by electronic means or otherwise, (ii) credit reporting bureaus and consumer
reporting agencies selected by CEE, and (iii) to do or perform any other acts for purposes
of carrying out its obligations hereunder, and
b. appoints CEE as Client's lawful attorney in fact to sign in the name of Client such
documents as are necessary or appropriate for CEE to perform its obligations as
contemplated under this Agreement, including without limitation checks and other
documents necessary to process payments, proof of claims, and such other documents as
Client may approve in writing, which approval shall not be unreasonably withheld or
delayed. For the avoidance of doubt, such power-of-attorney shall be revocable, in whole
or in part, at the sole discretion of Client; provided that, upon any such revocation, CEE
shall not be liable for failure to perform any obligations under this Agreement for which
such power-of-attorney is necessary, and such failure may be considered by CEE in its
sole discretion as a basis on which to terminate this Agreement.
22. Transfers. Client shall provide CEE with all authorizations and information, and shall take all such
further steps as may be necessary, in order to authorize and enable CEE to initiate the movement of
funds by automated clearing house ("ACH") or other electronic funds transfer.
23. Notices
All notices and communications as part of this Agreement must be in writing and, except as
otherwise agreed in writing, must be delivered, mailed, faxed, or emailed, to the following
addresses:
If to CEE:
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CLIENT NAME Loan Servicing Agreement #XXXX
Center for Energy and Environment
212 3`' Avenue North, Suite 560
Minneapolis, MN 55401
Attn: Ryan Ellis
Phone: 612.335.5862
Email: rellis ,mncee.org
If to Client:
Client Name Here
Client Address
Client Address
Client Contact
Client Phone
Client Email
24. Governing Law
This Agreement and each transaction consummated hereunder shall be deemed to be made under
the internal laws of the State of Minnesota and shall be construed in accordance with and
governed by the laws of the State of Minnesota, without regard to the choice of law rules of that
state, except to the extent that any such laws may now or hereafter be preempted by Federal law.
25. Counterparts
This Agreement may be executed in several counterparts, each which shall be deemed an original,
and all of which shall together constitute one and the same instrument.
26. Force Majeure
CEE and Client shall be excused from performing in accordance with the agreement in the event
of an occurrence of "Force Majeure". Force Majeure is defined as fire, floods, earthquake,
tornado, explosion, catastrophe, accident, war or ware -like operations (whether or not a state of
war is declared), riot, Acts of God, acts of terrorism, insurrection, order of a Governmental Body
and Applicable Laws that prevent performance, to the extent (i) such event of Force Majeure is
beyond the reasonable control of the Party claiming Force Majeure, and (ii) the Party claiming
Force Majeure gives prompt written notice of the same to the other Party. In the event of any
such delay, the sole remedy shall be a time extension for the completion dates required by the
Agreement, which extension shall be the time period lost by reason of the Force Majeure.
27. Entire Agreement
This Agreement (including the Exhibits to this Agreement), the Company Disclosure Letter and
the Confidentiality Agreement constitute the entire agreement among the parties with respect to
the subject matter of this Agreement and supersede all other prior agreements and understandings,
both written and oral, among the parties to this Agreement with respect to the subject matter of
this Agreement. In the event of any inconsistency between the statements in the body of this
Agreement, the Confidentiality Agreement and the Company Disclosure Letter (other than an
111 Page
CLIENT NAME Loan Servicing Agreement #XXXX
exception expressly set forth as such in the Company Disclosure Letter), the statements in the
body of this Agreement will control.
28. Authorized Persons
CEE will provide a single login user name and password (together with any Client created user
name and/or password, the "Credentials") to Client for purposes of accessing CEE's system
("Portal") to obtain reporting regarding Client Loans. Client is encouraged to create its own
unique Credentials for use in accessing the Portal promptly after receipt of Credentials from CEE.
Client shall be solely responsible for the use and protection of the Credentials. Client agrees to
maintain the confidentiality of the Credentials.
Client agrees that it shall be liable for all transactions initiated and authorized by means of the
Credentials, whether or not actually authorized by the Client. Client further agrees that any
person using the Credentials to access the Portal shall be deemed to be duly authorized by Client
and such person using the Credentials shall be deemed to have full authority to act on behalf of
Client. Client agrees to maintain a proper and complete log of individuals to whom it has
provided access to Client portal and receipt of reports with respect to Client Loans or Client
reports. Client shall promptly modify the Credentials in the event that any person to whom it has
given the Credentials is no longer employed by or otherwise affiliated with Client.
Client shall appoint one or more officers or employees who are authorized to act on behalf of
Client regarding this Agreement and the services provided by CEE hereunder ("Authorized
Users"). CEE shall not be responsible for any correspondence with or access provided to any
Authorized User. Client may add or remove Authorized Users by written notice to CEE. CEE
may rely on any action taken by an Authorized User until an Authorized User's authorization has
been revoked by Client by written notice to CEE. CEE shall have a reasonable time to process
any revocation received pursuant to this section.
Client's agrees that the failure to protect Credentials may allow an unauthorized party to (i) use
the services provided by CEE, (ii) access Client's electronic communications and financial data,
and (iii) send or receive information and communications on behalf of the Client. Unencrypted
electronic transmissions are not secure, and Client assumes the entire risk for unauthorized use of
Credentials and any unencrypted electronic transmissions. Client undertakes no obligation to
monitor transactions initiated by valid Credentials to determine that they are made on behalf of or
authorized by Client.
29. Records
Except to the extent otherwise required by Applicable Law, CEE shall retain all records relating
to a Client Loan for at least one (1) year following termination of this Agreement or one (1) year
from maturity or payoff of a Client Loan unless such documentation is requested by and delivered
to Client at an earlier date. The records will be maintained in either hard copy or machine-
readable (electronic) format. In the event CEE is no longer in existence, its successor shall
continue to retain such records as provided above or deliver the records to Client.
30. Deconversion
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CLIENT NAME Loan Servicing Agreement #XXXX
In the event of termination of this Agreement, CEE will continue to service all existing Client
Loans at the time of termination, at the fees in place at the time of termination. If Client desires to
transfer the duties under this Agreement to a new servicer, CEE agrees to provide Client with
electronic copies of the Client Loan records in CEE's standard format at the current rate being
charge on a per loan charge by CEE, as well as any additional time charged on a per hour basis.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written below.
CENTER FOR ENERGY AND
ENVIRONMENT
By
[Insert Name]
Its:
CLIENT NAME Loan Servicing Agreement #XXXX
CLIENT NAME HERE
By
[Insert Name]
Its:
131 Page
LOAN SERVICING AGREEMENT
Exhibit A: Duties of Servicer
NEW LOAN SET UP
Loan Boarding
CEE will board the loan upon origination into CEE's servicing system. For any unsecured loan,
CEE will board the new loan within three (3) Business days of origination. For any secured loan,
CEE will board the new loan within three (3) Business days after the expiration of the right of
rescission. CEE will confirm the funding pool and assure that the new loan draws off the correct
pool.
For purposes of this Agreement, "business days" means calendar days other than weekends,
official federal holidays, and non -banking holidays.
Reporting
CEE will report every loan to at least one of the three major credit agencies upon inception as it
may designate in its sole discretion.
Quality Control Review
The loan and ACH entry instruction will be reviewed prior to activation to verify the servicing
system matches the terms of the promissory note and any other programmatic requirements per
the documents submitted.
Welcome Letter
A welcome letter will be sent to borrowers within five (5) business days after boarding. This
letter shall include the toll free customer service number as well as an email address that is
available for borrowers to use should they have a question regarding their loan. Customer service
is available from 8:00 AM to 4:30 PM Central Time, on "business days". An automatic ACH
enrollment form is included in the letter for borrowers to complete and return to CEE if they
would like recurring payments to be initiated automatically by CEE. The letter will also contain
instructions for borrowers to receive access to the online loan portal where they have access to all
their loan information and ability to make payments.
STANDARD SERVICING —AMORTIZINGIDEFERRED
Billing
Borrowers with loans that have regularly scheduled payments will receive billing statements on a
monthly basis or other appropriate frequency based on terms of the promissory note.
Collection of Loan payments
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CLIENT NAME Loan Servicing Agreement #XXXX
CEE shall collect payments of principal, interest and any appropriate fees. CEE shall confirm the
application of payments to be consistent with the loan documents as part of ongoing due
diligence.
Customer Service
CEE shall provide customer service to borrowers from 8:OOAM — 4:30 PM Central Time on
"business days". The customer service team is available through the toll free phone number or
email at xxx@mncee.org. Borrowers will receive a response within five (5) business days
following a question submitted to CEE. Borrowers are able to view loan information on the loan
portal as well as schedule payments.
Past Due Collections
CEE will make reasonable efforts to maintain loans in a current status and will deal promptly
with those which are delinquent in accordance with the Collection Activity section below. CEE
will process loan defaults as directed by Client.
Reporting
CEE will provide standard monthly reporting for the prior month's activities to Client no later
than the 10th business day of each month. The standard reports are as listed:
o Loan Trial Balance
o Aged Delinquency
o Principal and Interest Collections
o New Loan
o Paid Loan
o Fee Scheduled
o Fee Earned
Special reports may be added at an additional cost for programming. (See Exhibit B for pricing)
IRS Reporting
CEE shall provide borrowers with the required IRS annual tax reporting.
Funds Remittance
CEE shall remit collected funds less servicing and other applicable fees and any late charges
assessed to borrower by the 10th business day of the month. Late charges will be retained by
CEE. Funds will be remitted via ACH. An invoice will be distributed detailing the servicing fees.
CEE shall remit such funds by means of ACH or other electronic funds transfer to an account
designated by Client.
COLLECTION ACTIVITY
Early Delinquency
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CLIENT NAME Loan Servicing Agreement #XXXX
CEE will make reasonable efforts to maintain loans in a current status and will make reasonable
periodic efforts to contact borrowers who are delinquent, in order to encourage payment. Such
efforts will be limited to those loans that are no more than 90 days past due.
o CEE will follow customary, usual and prudent business practices in servicing
delinquent loans.
o CEE will send delinquency letters for loans 31- 60 days past due.
o CEE will continue sending letters and begin phone calls for loans 61-90 days past
due.
Late Delinquency
CEE will make reasonable efforts to contact Borrowers, solicit payments, and return loans to a
current status, where the loan has reached 90 or more days past due, in order to encourage
payment.
o CEE will follow customary, usual and prudent business practices in servicing
delinquent loans.
o CEE will send formal default letters for loans reaching 120 or more days past
due.
o CEE shall continue phone calls to borrower at 90 days past due.
o After 120 days past due, Client shall determine next steps and CEE shall have no
obligation to take further action regarding delinquent loans until directed by
Client.
DEFAULT MANAGEMENT
Client shall be solely responsible for declaring a loan to be in default, and determining whether a loan is
to be charged -off.
Loan Modifications
CEE shall respond to Client or Borrower requests for modifications to their loan terms, including
Repayment Plans, Forbearance Agreements, Deferments, Extensions, Short Sales (Pre -
Foreclosure Sales), or Negotiated Releases of collateral, obligors or guarantors (each a "Loan
Modification').
CEE shall make no decisions independent of the Client. Client shall have final approval of any
Loan Modifications, unless Client has instructed CEE in writing that it may approve Loan
Modifications pursuant to criteria established by Client.
CEE will follow customary, usual and prudent business practices in its review and processing of
Loan Modifications, and keep Client informed of the status of such requests.
Both Client and CEE recognize that time is of the essence in responding to and approving or
declining Loan Modification requests.
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CLIENT NAME Loan Servicing Agreement #XXXX
CEE shall monitor Borrowers for compliance with the terms of the loan modification and make
such changes to the loan record as required by the modification terms.
Special Servicing
CEE shall perform special servicing actions and steps at the direction of the Client for loans
subject to formal legal proceedings, including Bankruptcy, Foreclosure, Deed -in -lieu of
Foreclosure, Collections suits, Repossession, and Charge-offs involving either an obligor(s) or
guarantor(s).
CEE shall make no decisions or take actions independent of the Client, who shall have
final say in approval of any Special Servicing actions (other than routine steps taken to
protect or preserve Clients interests), unless Client has instructed CEE in writing that it
may approve and take such actions.
CEE must employ staff with expertise in the above areas and maintain compliance with
all applicable regulations.
CEE will follow customary, usual and prudent business practices in its review, processing, and
management of Special Servicing of Client loans, and keep Client informed of the status of loans
subject to Special Servicing.
Both Client and CEE recognize that time is of the essence in responding to and approving or
declining Special Servicing Actions.
CEE shall monitor Borrowers who are subject to Special Servicing, consistent with the governing
legal proceedings or requirements, and make such changes to the loan record as required to reflect
the Special Servicing requirements. With respect to Bankruptcy, the Special Servicing shall
include Filings, Proof of Claim, Repayment Plan setup and monitoring, and discharge/completion
processing. (See Exhibit B for pricing)
Other Servicing
CEE shall perform the following additional servicing actions and steps for loans as requested
by Client. CEE will follow customary, usual and prudent business practices in providing these
services. The Client shall bear all of CEE's out of pocket costs for third parties related to these
items. CEE will notify Client of the potential out of pocket costs prior to performing any of the
additional actions.
o REO Marketing
o Insurance Inspections
o Default Inspections
o Property Valuation or Appraisal
o Property Preservation and security
PREPARATION
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CLIENT NAME Loan Servicing Agreement #XXXX
CEE will review subordination requests in accordance with the Client's subordination program
requirements. Subordinations will be forwarded to the Client for signature if request meets the
program requirements. Fees related to the subordination are paid by borrowers.
MORTGAGE SATISFACTION PREPARATION
Loan Payoffs
CEE will process loan payoffs, issue payoff statements as requested by authorized individuals
within 30 calendar days and remit funds to Client. CEE shall draft mortgage satisfactions
("Satisfaction") within 30 calendar days after loan is paid in full to ensure funds received are
cleared. The Satisfaction is then sent to client for signature. CEE shall provide instructions to
borrowers as to how to properly record the Satisfaction. In the event that $5 (five dollars) or less
of principle balance remains, CEE and Client will not attempt to collect the remaining fee and
will consider the loan as satisfied.
FINAUSPECUL PROCESSING TRANSACTIONS
CEE shall charge additional fees in special circumstances such as a charge-off, foreclosure,
servicing release, or any other transaction that is processed on a loan that is not paid in full but is
no longer an active loan on the servicing system. This does NOT include processing a paid in full
transaction.
5�ae
CLIENT NAME Loan Servicing Agreement #XXXX
LOAN SERVING CONTRACT
Exhibit B: Pricing Schedule
Activity
Description
Pricing
New Loan Setup
Loan Boarded to servicing system and
$ 20.00 one-time fee per loan
Special Reporting Distribution
quality control review, welcome letter
$75.00 one time fee per report
Standard Servicing Activities —
Payment processing, billing notices,
Amortizing Loans
customer service, investor reporting,
$6.00 per loan per month
Special Project work
early collections
may be incurred from 3`d party
Standard Servicing Activities-
Payment processing, customer service,
$0 per loan per month
Deferred Loans
investor reporting
$80.00 per hour, fee will be set
Collection Activity
Collection Work for loans past due
$3.00 per loan per month on all
15-90 days
amortizing loans
Example of activities: Repayment
$80.00 per hour plus any charges that
Default Management
Plan, Forbearance Agreement,
maybe incurred from 3rd party
Deferment, Extension
vendor.
Subordination Preparation
Review request and Prepare
$150.00 per request (Borrower Paid)
subordination document
Mortgage/Deed of Trust Satisfaction
Create mortgage/deed of trust
Preparation
satisfaction (excludes recording /
$30.00 one-time fee per loan
filing fees)
For Charge-off, foreclosure, service
Final /Special Processing Transaction
release, loans not paid in full but no
$25.00 per transaction
longer active on the servicing system
Conversion/On-Boarding
Boarding Loans previously serviced
$20.00 one-time fee per loan
by a different company
Optional/Additional Services
Special Report Programming
Special report creation not included in
$150.00 one time fee per report
standard report package
Special Reporting Distribution
Monthly maintenance for special
$75.00 one time fee per report
reports created for distribution
Special requests, such as assistance in
$80.00 per hour plus any charges that
Special Project work
audit preparation, special mailings
may be incurred from 3`d party
etc...
vendor.
Any additional activities required
$80.00 per hour, fee will be set
Non Standard Servicing Activities
for servicing a loan not specified ibased
on time to complete task on
contract I
a regular basis
1IPage
CLIENT NAME Loan Servicing Contract t#XXXX