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EXHIBIT 10.54
FLOOD COMPLIANCE SERVICE AGREEMENT
THIS AGREEMENT is entered into effective March 1, 1998, by and between Geotrac,
a Delaware Corporation located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ("Company")
and ABN AMRO North American, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
and its affiliates listed in Addendum "B" as ("Client").
WHEREAS, Client desires a Flood Compliance program for compliance with
regulations passed pursuant to the 1973 Flood Disaster Protection Act as amended
to determine 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
In consideration of Company's attached fee schedule and pursuant to the terms of
this Agreement, Client will submit retail mortgage or trust deed loan
applications originated or purchased to Company for the purpose of making Flood
Determinations and certain other NFIP Compliance work commencing March 1, 1998.
Client will only pay fees shown in Addendum "A" for closed loans. Company will
provide to Client on each application 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) in a format that complies with all requirements of FEMA,
OTS, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac and other applicable regulatory agencies.
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, valid street address 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. Company will comply with all ▇▇▇▇▇▇▇ Mac, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇
▇▇▇ and FEMA requirements then in effect in conducting flood searches and
notifying Client of results.
6. Borrower Notification Forms
On each Geotrac NFIP Compliance Packet Company will supply to Client a borrower
notification form, on or before date of Client closing or purchasing a loan
subject to all other terms of this agreement. Notification form will be in
compliance with all federal statutory and regulatory requirements including
FEMA, OTS, ▇▇▇▇▇▇▇ Mac, ▇▇▇▇▇▇ ▇▇▇, and ▇▇▇▇▇▇ ▇▇▇ regarding notifying
borrowers.
▇. ▇▇▇▇▇ RISK ASSESSMENT IN NON-PARTICIPATING NON-MAPPED COMMUNITIES
Company will prepare an appendix attached to the standard Geotrac NFIP
Compliance Packet containing a flood risk assessment in NFIP non-participating
non-mapped communities, as requested by Client Cost set forth in Addendum "A"
as Determinations in Non-Mapped Communities.
C. HMDA DATA ELEMENTS
Company at request of Client will supply HMDA State Code and County Code on
some or all loan requests, with or without flood order, 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. Client is under no obligation to
order HMDA.
This paragraph shall not limit Company's liability as otherwise provided in the
is Agreement for incorrect flood determinations.
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D. TRANSMISSIONS OF INFORMATION
Client will transmit requests to Company EDI, fax or via Geotrac's PC based
on-line system GeoCompass(SM) one or more times a day. It is Client's obligation
to supply, at a minimum: loan/application identification number; borrower none;
location State, County, City/Place, full street address, and 5 digit zip code.
Client shall provide valid street addresses. "Valid Addresses" (VA) are defined
as those found in the quarterly update of the USPS Zip +4 data base, 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 the 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 valid address
information is supplied. All turn time and other parameters will be calculated
based on the date valid address information is supplied.
Company will transmit key data elements back to Client EDI or Fax. The full
Geotrac NFIP Compliance Packet can be transmitted back to Client EDI or Fax.
Average turn around shall be less than two business days. 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.
E. LIFE OF LOAN
GEOLIFE-OF-LOAN(R)
GeoLife-of-Loan is a tracking service designed to detect changes in:
- FEMA NFIP FLOOD MAP
- FEMA NFIP COMMUNITY STATUS
Once changes are detected, reprocessing the loan for the Client is done at no
charge.
Company will track both NFIP Community Status and FEMA Flood Map changes for the
lifetime the loan is on Client's servicing system. Electronically, Client will
communicate all payoffs and cancels to Company. Company will generate new flood
determinations on all affected loans of the above changes. List (hard copy or
electronic) of loans affected will be generated monthly. Client may choose to
electronically inform Company of changes in the servicing portfolio proactively.
Company will reprocess active loans that are affected by new FEMA NFIP mapping
and/or revised FEMA NFIP Community Status. For those loans affected by new FEMA
NFIP mapping and/or FEMA NFIP Community Status changes Company will reprocess
the loan by generating a new Flood Determination (for new mapping) and/or by
notifying Client of the need to require changed flood insurance amounts (for
changes in Community Status), at no charge.
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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, on a monthly basis. 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 Packets 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 NIP Compliance Packet or its identifying number (GeoNumber).
Client will place GeoLife-of-Loan(R) service on mortgage and trust deed loan
originations.
GEOLIFE-OF-LOANLITE
GeoLife-of-LoanLite is a tracking service designed to detect changes in:
- FEMA NFIP FLOOD MAP
- FEMA NFIP COMMUNITY STATUS
Once changes are detected, reprocessing the loan for Client is done for a fee.
Company will track both NFIP Community Status and FEMA Flood Map changes on a
daily basis for the lifetime of the loan on the Client's servicing system. Lists
(hard copy or electronic) of loans affected will be generated monthly. Client
will communicate all payoffs and cancels to Company. Company will generate new
flood determinations on all affected loans of the above changes. Client may
choose to electronically inform company of changes in the servicing portfolio
proactively. The fee for GeoLife-of-LoanLite tracking is listed in Addendum "A"
as GeoLife-of-LoanLite Reprocessing.
After a loan has been "reprocessed" under GeoLife-of-LoanLite service it is
covered by Company's full GeoLife-of-Loan service, in which case all subsequent
reprocessing is at no charge to the client.
Client will place GeoLife-of-LoanLite service on equity and installment loan
originations and on some or all of existing portfolio loans at Client's
discretion.
FOREIGN FLOOD CERTIFICATION DATA, LIFE-OF-LOAN REGISTRATION PROCESS
For those loans in existing portfolios, that have the data elements required for
life-of-loan tracking derived from a source other than Company, Company will use
the existing data elements to life-of-loan track. However, Company in no way
indemnifies or guarantees these elements. However, Company guarantees the
accurate tracking of the elements provided.
For those loan originations processed with a foreign flood certification (data
from a provider other than Company) that have the data elements required for
life-of-loan tracking, Company will use the foreign data elements to track
life-of-loan. However,
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company in no way indemnifies or guarantees these data elements. However,
Company guarantees the accurate tracking of the elements provided.
In either case (portfolio, or loan origination) where Company determines that
the foreign data elements are incomplete or inaccurate, Company will place these
loans on an exception report. Company and Client will work in good faith to
resolve the exceptions before the loans are tracked for life-of-loan. Company to
guarantee mutual results.
F. CLIENT SERVICE
It is recognized that it is Client's obligation to service its customers' needs.
However, Company will assist Client 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.
G. USE OF SERVICES
Client agrees that during the term hereof it will use its best efforts to
utilize the services of Company for the purpose of providing Flood Compliance
and Flood Determinations for all retail single family and multi unit residential
mortgage or trust deed loan applications originated by Client, as long as such
use does not violate RESPA.
H. COST OF SERVICES
Sentences to be provided by Company and the cost for services hereunder are
described in Addendum "A". Client will only pay for closed loans at the end of
every month net 30 days.
I. TERM
This Agreement shall have an initial term of two (2) 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.
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J. 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.
K. CONFIDENTIAL INFORMATION
Company acknowledges that it may gain access to certain information regarding
Borrowers and Brokers 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 acknowledge 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.
L.Z.C. STERLING
Client has requested that Company pass Client flood information to Z.C.
Sterling ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ in a format mutually agreeable
between Company and Z.C. Sterling.
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 Packets 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 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.
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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.
Company shall hold Client safe and harmless from and against any and all loss or
expense arising from claims or actions by any customer, investor or regulatory
agency 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 originated or
serviced by Client is within (false flood negative) or outside (false flood
positive) a Federally defined Special Flood Hazard Area; provided however, that
such Liability shall in no event exceed the actual flood loss (flood loss to
include all insurance premiums paid for a false flood positive) or false flood
negative less any insurance recovery from another source.
This indemnification provision includes 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 or payment of future flood insurance premiums
as defined by the NFIP (false flood negative) or customer or Client's 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.
Company agrees to maintain adequate liability, errors and omissions, or other
type of insurance policy that provides coverage for claims arising out of the
performance of the service under this Agreement by Company, it's employees or
agents, and Company, shall if requested by Client, provide Client a Certificate
of insurance evidencing such insurance coverage. Company agrees to provide
Client with audited financial statements periodically upon request of Client.
P. 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.
Q. 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.
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R. 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.
S. 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 request, postage prepaid, adressed as follows:
If to Company: Geotrac
▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
If to Client: LaSalle Home Mortgage Corporation & Standard Federal Bank
4242 North Harlem ▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇ Spohar
T. 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.
U. ATTORNEY'S FEES
In the event any party to this Agreement institutes an action or other
proceeding to enforce any rights arising under this Agreement, the party
prevailing in any such action or other proceeding shall be paid all reasonable
costs and attorney's fees by the other party.
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 Illinois. Company and Client agree that if litigation
should become necessary, venue would take place in the State of Ohio
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X. YEAR 2000 COMPLIANCE
Company warrants that as of September 30, 1998, the hardware, software and other
products and services which are supplied to ABN-AMRO pursuant to this agreement,
will, independently, in combination with each other and in connection with the
system of which they are or will become part, operate without any malfunctions,
errors or other deficiencies which in any way result from or are connected with
the date data (among which data in connection with leap years) and the
incorporation, operation or processing thereof, and otherwise suffer no adverse
effects from the transition to the year 2000 in respect of their operation
and/or functionality. This warranty is of unlimited duration. If ABN-MARO's
believes there is defect, Company will, at ABN-AMRO's request and at Company
expense, ensure that any defect is repaired in full and without delay.
If ABN-AMRO believes that Company has not fulfilled its obligation
under this section, to repair a defend Company will, at its expense, provide to
ABN-AMRO the source codes and any and all other technical and other
documentation which in the opinion of ABN-AMRO are necessary to a repair defect
or have it repaired Company hereby irrevocably and in advance authorizes
ABN-AMRO and any third party engaged by ABN-AMRO to use or have need the source
codes and other technical documentation and to make or have made such
alterations, amendments and improvements as ABN-AMRO deems necessary for the
repair of the defect. The costs of the repair of a defect shall be borne by the
Company.
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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
Company: GeoTrac
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title President
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Date as of 3/1/98
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Client: ABN AMR0 North America, Inc.
By /s/ Signature Illegible
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Title Senior Vice President
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Date as of 3-1-98
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ADDENDUM "A"
SERVICES
Geotrac NFIP Compliance Packet $15.00/ea.
(Client will pay only for closed loans at the end
of each month net 30 days.)
GeoLife-of-Loan(R) $ 4.00/additional ea.
or
Life of Loan Lite (tracking), $ .50/additional ea.
Life of Loan Lite (reprocessing) $13.00/additional ea.
HMDA/CRA (optional) $ 1.00/additional ea.
Portfolio Service Bank
Priced on a case by case basis.
OPTIONAL SERVICES ORDERED ON INDIVIDUAL DETERMINATIONS
High Risk/Non-Compliant loans $ 8.00/ea.
GeoQuake $ .50/ea.
Determination In Non-Mapped Communities $10.00 additional ea.
Priority Rush Service (same day service) $ 5.00 additional ea.
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ADDENDUM "B"
The following list are the affiliate companies of ABN AMRO, North American
affected by this contract.
Standard Federal Bank, a federal savings bank, located at ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇.
LaSalle Home Mortgage Corporation, an Illinois Corporation an wholly owned
operating subsidiary of LaSalle Bank, FSB located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
LaSalle Bank, FSB located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
LaSalle National Bank, located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
LaSalle Bank, NA, located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
European American Bank, a New York chartered bank, located at ▇▇▇ ▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
Citizens Bank, a Michigan chartered bank, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇▇
Heigl Mortgage, located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
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