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EXHIBIT 10.57
FLOOD COMPLIANCE SERVICE AGREEMENT
THIS AGREEMENT is entered into December 28, 1995 by and between Geotrac, a
Delaware Corporation located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ("Company") and
Crestar Bank, Commercial Credit Operations, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Client").
WHEREAS, Client desires a Flood Compliance program for compliance with the
National Flood Insurance Act of 1968, the Flood Disaster Protection Act of
1973. The National Flood Insurance Reform Act or 1994, all as may be amended
from time to time ("the Acts") and regulations promulgated pursuant thereto
("the Regulations"), including a determination whether improved real estate
securing a loan from Client to a borrower is or is not in a FEMA defined
Special Flood Hazard Area ("Flood Area"), and other National Flood Insurance
Program (NFIP) information, and whereas Company is in the business of supplying
such information.
WHEREAS, Client wishes to retain Company upon the terms and conditions
contained in this Agreement;
NOW THEREFORE, for mutual consideration, the parties do hereby agree as
follows:
A. GEOTRAC NFIP COMPLIANCE PACKET(SM)
In consideration of Company's attached fee schedule and pursuant to the terms
of this Agreement, Client will submit approved mortgage loan origination
applications ("the loans") to Company for the purpose of making Flood
Determinations and certain other NFIP Compliance work, as described herein,
commencing December 28, 1995. Company will provide to Client on all such loan
applications a Geotrac NFIP Compliance Packet(SM) containing the following
information:
1. Current-In-Force NFIP Community Status Information
Company will supply Current-In-Force NFIP Community Status Information
consisting of NFIP Community Number, Program or Suspension/Sanction Date, and
NFIP Program Status (Emergency, Regular, Non-Participating,
Suspended/Sanctioned).
2. Detailed FEMA Flood Zone Code
Company will supply the Detailed FEMA Flood Zone Code of the location of the
structure(s) securing the loan. Company will use Client supplied location
information and location information it derives to locate structures. In those
cases where neither Client nor Company has sufficient information to locate the
structure, Company will gather information on-site at its expense. While the
Company assumes no responsibility for incorrect or incomplete location
information supplied by Client, Company will make its best effort to assure
location information is correct and complete.
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3. Current-In-Force NFIP Flood Map Panel
Company will identify the Current-In-Force NFIP Flood Map Panel consisting of
the full eleven digit FEMA map number and panel date.
4. Requirement for and Availability of NFIP Flood Insurance
Company will indicate the requirement for and the availability of NFIP Flood
Insurance.
5. Secondary Market/Government Program Loan Restrictions
Company will designate loans which do not qualify for secondary market resale
or Government program lending based on NFIP Community Status and NFIP Flood
Zone problems.
6. Borrower Notification Forms
On each Geotrac NFIP Compliance Packet(SM) Company will supply to Client a
borrower notification form containing the information required by the Acts
and Regulations and in a form acceptable to the Client.
7. All such other information as is, or may be, required with the Acts and
Regulations.
8. The Company shall utilize the standard hazard determination form as may
be developed by FEMA in determining whether the building is located in an area
having special flood hazards and in which flood insurance is available.
Not withstanding anything to the contrary herein, in providing the information
regarding special flood hazards on the above form, the Company guarantees the
accuracy of the information.
▇. ▇▇▇▇▇ RISK ASSESSMENT IN NON-PARTICIPATING NON-MAPPED COMMUNITIES
Company will prepare an appendix attached to the standard Geotrac NFIP
Compliance Packet(SM) containing a flood risk assessment in NFIP
non-participating non-mapped communities.
C. HMDA DATA ELEMENTS
At Client's option, Company will supply HMDA State Code and County Code on all
loans, and MSA Code and 1990 Census Tract on each loan where: a) 1990 Tracts
are published, and b) The Federal Reserve indicates that Tract reporting is
required. All HMDA data elements will be edited against government supplied
information (i.e. Census Bureau's file of 1990 Census Tract and the Federal
Reserve's list of State, County and MSA designations). In the event of an
error Company's obligation shall be limited to correction of the error.
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D. LIFE OF LOAN
1.) GEOLIFE-OF-LOAN(R)
For mortgage or trust deed loans Company will track both NFIP Community Status
and FEMA Flood Map changes on a daily basis for the lifetime of the loan. Lists
(hard copy or electronic) of loans affected will be generated monthly. From the
supplied lists Client will inform Company of loans still active and Company
will generate new Flood determinations or other reports as needed. If NFIP
Community Status changes affect the required flood insurance amount of a loan,
Company will notify Client of the need to require changed amounts.
GeoLife-of-Loan(R) service is available for transfer at no additional charge
should Client sell or transfer the loan or servicing. Client is obligated to
inform Company of the sale or transfer and if GeoLife-of-Loan(R) service is to
transfer with the loan(s). In addition, Client shall supply Company a listing
of affected loans, identified by loan number or another mutually agreeable
item, in machine readable form in a mutually agreeable format on a media
acceptable to both parties.
Geotrac NFIP Compliance Packet(SM)'s will be produced free of charge on Client
recaptured refinances where the original loan is covered by GeoLife-of-Loan(R)
service. It is Client's obligation to inform Company that a refinance is
covered by GeoLife-of-Loan(R) service and to supply either a copy of the
original Geotrac NFIP Compliance Packet(SM) or its identifying number
(GeoNumber).
The cost for GeoLife-of-Loan(R) is set forth in Addendum "A" under "Origination
Services - GeoLife-of-Loan(R)".
2.) GEOLIFE-OF-LOAN LITE
For mortgage or trust deed loans Company will track both NFIP Community Status
and FEMA Flood Map changes on a daily basis for the lifetime of the loan on
Client's servicing system. Lists (hard copy or electronic) of loans affected
will be generated monthly. From the supplied lists Client will inform Company
of loans still active and Company will generate new Flood Determinations or
other reports as needed. If NFIP Community Status changes affect the required
flood insurance amount of a loan, Company will notify Client of the need to
require changed amounts.
Cost for GeoLife-of-Loan Lite tracking service is set forth in Addendum "A"
under Origination Services - GeoLife-of-Loan Lite - Tracking.
Cost for new Flood Determination or notification of insurance change is set
forth in Addendum "A" under Origination Services - GeoLife-of-Loan Lite -
Redetermination.
GeoLife-of-Loan Lite service is available for transfer should Client sell or
transfer the loan or servicing. Client is obligated to inform Company of the
sale or transfer and if
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GeoLife-of-Loan Lite service is to transfer with the loan(s). In addition,
Client shall supply Company a listing of affected loans, identified by loan
number, Client's account number, Company order number or other mutually
agreeable items, in machine readable form in a mutually agreeable format on a
media acceptable to both parties. Cost for transfer of GeoLife-of-Loan Lite
service is set forth in Addendum "A" under GeoLife-of-Loan Lite - Transfers.
E. TRANSMISSIONS OF INFORMATION
Client will transmit request to Client EDI, fax or via Geotrac's PC based
GeoCompass one or more times a day. It is Client's obligation to supply, at a
minimum: loan/application identification number; borrower name; location State,
County, City/Place, full street address, and 5 digit zip code. Client shall
supply valid street addresses. Valid addresses are defined as those found in
the quarterly update of USPS Zip +4 database, and do not include P.O. Box or
Rural Route and box. In those instances where Client does not supply a valid
address, Company will place order on hold, and inform Client's ordering
location of the invalid address. It is Client's obligation to supply to
Company, as soon as possible, the completed or corrected address information.
Orders placed on hold will be reactivated the day the valid address information
is supplied. All turn around time and other parameters will be calculated based
on the date the valid address information is supplied.
As a supplemental document, Client will supply a list of origination offices,
contact persons and phone numbers. In addition, Client is to supply site
surveys, legal descriptions and other location information when requested by
Company and where Client has already access to this information.
Company will transmit key data elements back to Client EDI. The full Geotrac
NFIP Compliance Packet(SM) can be faxed to Client. Average turn around shall be
two business days for orders submitted with valid street address information.
Company will notify Client of orders submitted with invalid or incomplete
addresses including rural route and P.O. Box numbers. Orders submitted with
invalid addresses must be corrected and resubmitted by Client. When available,
Client will submit property legal description and current owner name of the
property to Company. Both parties recognize that it is not in Client's best
interest to emphasize speed of turn around over accuracy of flood
certifications. Each party agrees to work in good faith to meet the data and
turn around needs of the other.
F. PORTFOLIO SERVICES
1.) Life of Loan
At it's option, Client would supply Company with a computer tape in a mutually
agreeable format of its existing mortgage portfolio. It would be Client's
obligation to supply, at a minimum: loan/application identification number;
date of origination;
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borrower name; location State, County, City/Place, valid street address, and 5
digit zip code.
Company will assign FEMA map panel and jurisdictional community tracking
elements to portfolio loans and load into GeoLife-of-Loan(R) service. Life of
Loan tracking will be enabled and redeterminations will be generated as a
result of future FEMA remapping.
Client will be charged a per loan GeoLife-of-Loan(R) registration fee at the
time of portfolio loading. Subsequent redeterminations are performed at no cost.
The cost for portfolio GeoLife-of-Loan(R) service is set forth in Addendum "A"
under "Portfolio Services - GeoLife-of-Loan(R)."
2.) GeoLife-of-Loan Lite
At it's option, Client would supply Company with a computer take in a mutually
agreeable format of its existing mortgage portfolio. It would be Client's
obligation to supply, at a minimum: loan/application identification number,
date of origination; borrower name; location State, County, City/Place, full
street address, and 5 digit zip code.
Company will assign FEMA map panel and jurisdictional community tracking
elements to portfolio loans and load into GeoLife-of-Loan(R) service. Life of
Loan tracking will be enabled and redeterminations will be generated as a
result of future FEMA remapping.
Client will be charged a per loan registration fee at the time of portfolio
loading. Subsequent charges for any redetermination required as a result of
community status or FEMA map changes are incurred at the time of the
redetermination.
The cost for Map Panel Registration process and redeterminations is set forth
in Addendum "A" under "Portfolio Services - Life-of-Loan Lite".
3.) Risk-Based Cluster Analysis(R)
At it's option, Client would supply Company with a computer tape in a mutually
agreeable format of its existing mortgage portfolio. It would be Client's
obligation to supply, at a minimum: loan/application identification number;
date of origination; borrower name; location State, County, City/Place, full
street address, and 5 digit zip code. In addition, Client would supply site
surveys, legal descriptions and other location information when requested by
Company and where Client has this information. Company will perform a
Risk-Based Cluster Analysis(R) audit. This audit process will achieve a
statistical risk study of client's existing portfolio at no cost to client.
After receiving the Risk-Based Cluster Analysis(R), client and company may
exercise the option to proceed with researching those higher risk loans.
Mutually agreed upon higher risk loans would be researched through Company's
loan origination process over a
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period of time to be determined by Company and Client at the cost set forth in
Addendum "A". Under title "High Risk Loans"
The Risk-Based Cluster Analysis(R) will also be used to register the FEMA panel
and FEMA community numbers to Client portfolio loans at no cost to Client.
Should the loans be affected by new mapping or community status information
rendering them non-compliant, Client may chose to have these loans
re-determined by the company. The cost for the re-determination is set forth in
Addendum "A" under title "Portfolio Services - Risk Based Cluster Analysis"
G. CLIENT SERVICE
It is recognized that it is Clients obligation to service its customers' needs.
However Company can assist by providing the following services.
1. National 800 service for use by Client or Client's customers.
2. Letter of Map Amendment (LOMA)/Letter of Map Revision (LOMR) assistance to
Client or Client's customers. Company will supply the necessary forms and
directions and assist the borrower in filing the application.
3. Company will assist Client's customers in finding an agent to write flood
insurance.
4. Advise the Client's customers or Client on ways to lower the flood premium
within the context of investor/lender parameters and regulator requirements.
5. Company will supply free re-checks on disputed determinations.
6. Company will provide Client with educational seminars on NFIP Compliance and
will answer Client's NFIP Compliance questions.
7. Company will assist Client's customers in procuring elevation certificates.
8. Company will, in general, replace the lender's flood determination customer
service function.
H. USE OF SERVICES.
Client agrees that during the term hereof it will use the services of Company
for the purpose of providing Flood Compliance and Flood Determinations for
funding mortgage or trust deed loan origination applications.
I. COST OF SERVICES
Services to be provided by Company and the cost for services hereunder are
described in Addendum "A."
J. TERM
This Agreement shall have an initial term of three (3) years, commencing on the
date of this Agreement. The term shall be automatically renewed thereafter for
successive one (1) year periods, unless either party shall provide to the other
no less than thirty (30) days written notice of the intention to terminate this
Agreement as of the end of the said initial or extended term. Company will
provide audited financial statement on an annual basis within 90 days of
completion of fiscal year.
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K. TERMINATION
Either party may terminate this Agreement for non-performance or upon voluntary
or involuntary bankruptcy proceedings by the other party. In the event of the
failure of performance by either party hereunder, the non-performing party
shall have a period of thirty (30) days from the date of receiving written
notice from the other party to cure any such breach. If such breach is not
cured within 30 days the other party may terminate this contract with 10 days
written notice to the non-performing company.
L. CONFIDENTIAL INFORMATION
Company acknowledges that it may gain access to certain information regarding
Borrowers of Client. Company agrees that this information shall not be
disclosed or made available to any third person or entity, except as necessary
for Company to perform its obligations under this Agreement, without the
specific authorization of Client. Company agrees that when information is
disclosed to a third party, Company will notify Client of this disclosure.
In like manner Client acknowledges that it may gain access to certain
information regarding business practices, technology and pricing of Company.
Client agrees that this information shall not be disclosed or made available to
any third person or entity, except as necessary for Client to perform its
obligations under this Agreement or for auditing or regulatory purposes without
the specific authorization of Company.
M. USE OF INFORMATION
Information supplied by Company to Client is to be used by Client for Client's
compliance with the Flood Disaster Protection Act of 1973 as amended within the
context of the NFIP and/or for HMDA/CRA compliance and for no other purposes.
N. SYSTEMS USED IN SERVICES.
Client has been advised that the computer software used or employed by Company
in making and/or printing Geotrac NFIP Compliance Packet(SM)'s hereunder, and
in tracking the loan portfolio of Client for the Life of Loan service referred
to above if included within this Agreement (collectively referred to as the
"Systems") are and shall remain at all times the sole property of Company and
constitute material and confidential trade secrets of the Company. This
includes, without limitation, its source codes, screens, documentation and any
improvements or modifications of the Systems. Client agrees for itself and its
employees to protect the confidentiality of the Systems.
O. INDEMNIFICATION.
Flood Zone Determinations made by Company represent a good faith interpretation
of Federal Flood Insurance Rate Maps, or Federal Flood Hazard Boundary Maps,
and information from government and private sources along with the lender.
Although Company does not guarantee the accuracy of these outside information
sources, it does assume responsibility for the completeness and timeliness of
this information.
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Company shall hold Client safe and harmless from and against any and all loss
and expense arising from claims or actions by any customer of Client based upon
the negligence of Company in interpreting the above referenced Federal Flood
Maps and hence failing to correctly identify and report to Client that a
particular insurable structure securing a loan by Client is within (false flood
negative) or outside (false flood positive) a Federally defined NFIP Special
Flood Hazard Area; provided however, that such liability shall in no event
exceed the actual loss and any expenses to client less any insurance or
recovery from another source.
This indemnification provision is only applicable to claims made by client or
customer's of Client against Client, resulting from damage to client or
customer's improved real property caused by flooding as defined by the NFIP
(false flood negative) or customer or client payment of unnecessary NFIP flood
insurance premiums (false flood positive), provided Client supplies verbal
notice as soon as is practicable and written notice within 30 days of Client's
first becoming aware of such claims, and further provided the Company has full
and fair opportunity to participate in any adjusting, settlement negotiation
and litigation.
P. ARBITRATION
Any controversy or claim arising out of or related to the contract or the
breach thereof, shall be settled in Ohio by binding arbitration in accordance
with the Arbitration Rules of the American Arbitration Association then
prevailing, and judgment upon the award rendered by the arbitration arbitrators
may be entered in any court having jurisdiction thereof.
Q. INDEPENDENT CONTRACTOR
Company shall perform services under this Agreement as an independent
contractor and not as the agent of Client. Company shall not be authorized to
act on behalf of Client except as provided herein or as otherwise specifically
directed by Client.
R. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties with
respect to the subject matter of this Agreement. This Agreement may only be
modified by a written document executed by both parties.
S. SEVERABILITY
If any term or provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable or void, such term or provision shall be
severed from the remaining provisions and such remaining provisions shall
remain in full force and effect.
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T. NOTICES
Any notice or other communication to be given under the terms of this
Agreement, shall be in writing and shall be delivered in person, or mailed by
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to Company: Geotrac
▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
If to Client: Crestar Bank
Commercial Credit Operations
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ Towmazatos
U. WAIVER
Waiver by one party of the performance of any covenant, condition or obligation
of another party shall not invalidate this Agreement, nor shall such waiver be
considered to be a waiver by such party of any other covenant, condition or
obligation contained in this Agreement.
V. TIME IS OF THE ESSENCE
Time is of the essence in performance under this Agreement.
W. GOVERNING LAW
This Agreement is made pursuant to and shall be construed and governed by the
laws of the State of Ohio.
X. ASSIGNMENT
This agreement may not be assigned by the company without the prior written
consent of the Client.
Y. HEADINGS
The subject headings of this Agreement are included for the purposes of
convenience only and shall not effect the construction or interpretation of any
of the provisions of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
Company: Geotrac
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Date 12/28/95
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Title VP/CFO
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Client: Crestar Bank, Commercial Credit Operations
By /s/ ▇▇▇▇▇▇▇ Towmazatos Date 1/3/96
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Title VP
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ADDENDUM "A"
SERVICES CLIENT SELECTIONS
ORIGINATION SERVICES
Geotrac NFIP Compliance Packet(SM) $15.00/ea. X
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GeoLife-of-Loan(R) $ 4.50/ea.
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GeoLife-of-Loan Lite - Tracking $ .50/ea. X
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GeoLife-of-Loan - Redetermination $ 7.50 additional X
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GeoLife-of-Loan Lite - Transfers $ 1.00 additional
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PORTFOLIO SERVICES
- LIFE OF LOAN
Loan Registration $ .50/ea.
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GeoLife-of-Loan(R) $ 7.50/ea.
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GeoLife-of-Loan Lite $10.00/ea.
- RISK BASED CLUSTER ANALYSIS
Risk Based Cluster Analysis No Charge
Determinations on "High Risk" Loans $10.00/ea.
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OPTIONAL SERVICES ORDERED ON INDIVIDUAL DETERMINATIONS
Determination In Non-Mapped Communities $10.00 additional ea.
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Priority Rush Service (Same day service) $ 5.00 additional ea.
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