EXHIBIT 10.30
SUPPORT SERVICES AGREEMENT
This Support Services Agreement dated this 31st day of October, 1995 is entered
into by and between Xxxx Xxxx and Company, Inc., a California Corporation
("COMPANY"), and Pan American Savings Bank, a federal savings bank ("BANK")
This Support Services Agreement, including any Addendum, any referenced
exhibits, and any other signed amendments or agreements (collectively the
"Agreement"), constitute the entire agreement between the parties relating to
the subject matter herein. Any statements or promises made between the parties
which are not contained herein regarding the subject matter hereof shall not be
binding.
1. RECITALS
WHEREAS, COMPANY is engaged in the business of developing, licensing, installing
and servicing the proprietary software known as SBO 90 Master Servicing Software
("Program"): and
WHEREAS, BANK desires the COMPANY to provide services as described more fully in
Paragraph 3 for the benefit of BANK.
NOW, THEREFORE, for the reasons set forth above, and in consideration of the
mutual promises and agreements hereinafter set forth, COMPANY and BANK hereby
agree as follows:
2. NOTICES
Notices and documents to be given hereunder by one party to the other party must
be in writing and may be given either by personal delivery or prepaid by first
class mail or nationally recognized overnight carrier to the following
addresses:
BANK: Mr. Xxx Xxxxxx, EVP
Pan American Savings Bank, FSB
0000 X. Xx Xxxxxx Xxxx, Xxxxx Xxxxx
Xxx Xxxxx, XX 00000
(000) 000-0000 x000
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COMPANY: Mr. Xxxx Xxxx, President
Xxxx Xxxx and Company, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
(000) 000-0000
This address to which or the person to whom notice is to be given may be changed
from time to time by either party by written Notice to the other party as set
forth herein. Such change shall be effective upon notification of such change
in the manner set forth above. Notices sent as set forth above shall be
effective on the earlier of receipt or one (1) business day following mailing.
3. SCOPE OF SERVICE
COMPANY will continue to use the SBO 90 master servicing software that BANK
currently uses. COMPANY will process all remittances through the system in the
exact same fashion as is currently performed in house.
COMPANY will identify and report to BANK short remittances which are in excess
of $10.00. COMPANY will also report outstanding arm adjustment problems.
COMPANY will bring the problems to the servicer's attention and COMPANY will
attempt to recover all funds due BANK.
COMPANY will produce all accounting reports, pledge files and regulatory
reports. COMPANY will also track, monitor, reconcile and report all key events,
such as foreclosure if this option is purchased. COMPANY will work closely with
BANK accounting department to ensure that all accounts are properly reconciled
each month. COMPANY will also recommend cash processing procedures and controls
to BANK'S accounting department.
If BANK chooses, COMPANY will also manage BANK'S defaults. Under this option,
COMPANY will follow BANK guidelines and review and approve standard SBO items
such as pre-approved sales, assumptions, modifications, deed-in-lieus, etc.
BANK will specify limits on COMPANY authority. COMPANY will send those items,
for approval, to BANK that exceed BANK'S specified limit.
COMPANY will update BANK'S data base at the beginning of each month to reflect
prior month activity and loan additions. The updated data base will contain
sufficient information to allow BANK to take over processing at any time. This
data base can be used for ad hoc reports through out the month. COMPANY will
also provide a lotus file containing key master file fields for each active
loan.
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4. TERM AND TERMINATION
BANK'S obligation to use COMPANY'S service is limited to four months starting
from the first day of operation. BANK may terminate at any time with 60 days
written notice. BANK will pay a $5,000.00 termination fee if notification is
given during the first 60 days of the contract. BANK may terminate after 60
days without paying a termination fee.
COMPANY will, at BANK'S option, retrain your personnel on the use of SBO 90.
The cost for on-site training is 500 dollars per day. Most organizations require
five days training.
COMPANY agrees to perform for a period of two years at the current price
schedule. COMPANY may terminate at any time during the first two years with 60
days written notice and payment of a $5,000.00 termination fee. COMPANY may
terminate after two years with 60 days written notice and without payment of a
termination fee. COMPANY will retrain BANK on the use of SBO 90 at no cost to
BANK if COMPANY terminates this agreement.
5. PRICING
BANK will pay a fee each month based on the number of active loans at the
beginning of the month in the portfolio and the option selected. The following
chart list the monthly per loan fee for each option:
Option 1 Accounting, remittance processing, regulatory reporting, and
servicer error corrections:
Monthly Number of
Fee Loans
$1.90 per loan less than 2500
$1.75 per loan 2501-5000
$1.60 per loan greater than 5000
Option 2 Everything in option 1 plus default management, payoff
administration, and handling of any SBO related correspondence:
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Monthly Number of
Fee Loans
$2.90 per loan less than 2500
$2.75 per loan 2501-5000
$2.60 per loan greater than 5000
In addition to the monthly fee, there are the following potential additional
charges:
. New loan set up fee ($6.00 per loan no monthly fee for first month)
. Loan removal for REOs and loan sales ($1.50 per loan)
. Reconveyance ($10.00 per loan if COMPANY does the paper work)
COMPANY will not charge its normal Program rental fee during those times in
which COMPANY is providing the services as described in this Agreement.
6. PERFORMANCE STANDARDS
COMPANY will process each report within seven days of receipt. All reports
received by the 27th of the month plus all reports received from Dovenmuehle
Mortgage by month end will be posted before month end is run. Month end reports
will be delivered to BANK by the third business day of the month. BANK'S data
base will be updated by the tenth of each month. COMPANY will pay a $500.00
penalty for each day after the third business day, up to the regular monthly
fee, whenever COMPANY is late delivering reports.
7. PAYMENT TERMS
Invoices shall be payable within thirty (30) days after BANK'S receipt of such
invoice. In the event of any disputed amount(s) on any invoice, BANK shall pay
any amounts not in dispute, and shall pay the remaining amount as mutually
agreed, to be due within twenty (20) days after resolution of such dispute. The
failure of BANK to pay any amount in dispute shall not be deemed a default
hereunder.
8. GOVERNING LAW
This Agreement shall be governed for all purposes by the laws of the State of
California.
9. ATTORNEYS' FEES PROVISION
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If any action (lawsuit or arbitration) is filed or proceeding is brought in
connection with this Agreement or for the enforcement or declaration of any
rights, obligations, or remedies arising under the Agreement or otherwise
granted, permitted or imposed by law or in equity, then the prevailing party
therein shall be entitled to recover from the other party all costs and
expenses, including reasonable attorneys' fees, arbitration costs and court
costs sustained or incurred by the prevailing party.
10. FORCE MAJEURE
Neither party shall be liable for delays or failure to perform due to causes
beyond its reasonable control, including delays in transportation. In the event
of any such delay, the date of performance shall be extended for a period equal
to the time lost by reason of the delay. If any such delay by COMPANY extends
for thirty (30) days or more, BANK may terminate this agreement upon twenty (20)
days written notice.
ACCEPTED
Xxxx Xxxx and Company, Inc.
BY: /s/ XXXX XXXX
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Printed Name: Xxxx Xxxx
Title: President Date: 10/31/95
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Pan American Savings Bank, FSB
BY: /s/ XXXXXX XXXXXX
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Printed Name: Xxxxxx Xxxxxx
Title: EVP Date: 10/31/95
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