ABC COMPLIANT Services Fee Agreement
Please read this agreement carefully. In signing this agreement, you acknowledge that you have read, understood and agree to be bound by each, and every provision set forth herein.
This Agreement is made and entered into between ABC Compliant (“ABC”) and the undersigned (“Applicant”).
Applicant is seeking loan financing assistance under Section 7(a) of the Small Business Act, ("Paycheck Protection Program") and ABC is willing to assist with the loan application services necessary to apply for such PPP & EIDL Loan. Therefore, Applicant and ABC agree as follows:
1. Applicant’s Agent
ABC Compliant is hereby engaged as Applicant’s agent and is authorized to SUBMIT loan applications for any or all of the lenders that ABC Compliant has and Origination Agreement with or with whom a Broker Agreement is honored by said lender, to negotiate terms of these applications and, if an application is signed by Applicant, to assist in the closing of the loan, Applicant understands ABC Compliant is not a direct lender and none of its funds will be used to finance the EIDL or PPP Loan.
2. Preparation of Loan Application
ABC will prepare on behalf of the Applicant the PPP Loan Package required by the U.S. Small Business Administration (“SBA”) prior to the SBA considering Applicant’s application for an SBA 7 (a) Loan Guaranty.
Promptly upon request, Applicant shall provide ABC with all requisite documentation, information, and data necessary to prepare the PPP Loan Application Package. Applicant agrees that all documentation, information, and data provided shall be current, accurate and complete. Applicant shall do each thing required to package the PPP Application.
a. Application Submission
The Applicant agrees to ABC Compliant, a non-refundable application submission Fee for services performed in accordance with this Agreement to apply for the applicant’s business with the small business administration (SBA). Applicant understands that this fee is only for the submission of the application to obtain a Case/Application number, not whether the Proposed financing is completed. This fee is earned when ABC Compliant has gathered the necessary documents, submitted the application and an email is sent to the applicant with the SBA Case/Application Number.
b. Loan Prep & Packaging Fee
ABC will charge a processing fee from or equal to $155 to $2,495 of the NET proceeds. Loan Prep will be performed with all information submitted and verified to be true based on the Applicant’s Consent.
c. Funding Fee
The Funding Fee will be equal to THREE percent (3%) of the APPROVED Loan Amount DISBURSED to Applicant.
If Applicant’s loan is approved, APPLICANT AGREES to pay ABC Compliant's Fees from Applicant’s loan proceeds. Via an ACH Agreement that will be AUTOMATICALLY charged to the Applicant within 3 Days of Disbursement!
Post Loan Implementation-PPP Forgiveness
Per SBA 7(a) Loans, when disbursing PPP Loans, Documentation verifying the Owner Compensation Replacement, number of employees on payroll and pay rates, including IRS payroll tax filings and state income, payroll and unemployment insurance filings; MUST be submitted. ABC Compliant will implement payroll for PPP Loan AND/OR help PPP Loan Forgiveness at NO ADDITIONAL COST to Applicant for 8-to-24 week period following disbursement.
e. 2019 Tax Filing
ABC Compliant has agreed to provide the service of a CPA or an AUTHORIZED Tax Representative to review 2019 Transactions from Business & Personal Accounts. The Authorized Tax Professional will file your 2019 Taxes, based on the Schedule C provided by ABC on behalf of the information submitted from the Applicant. The Tax Professional will either file an Extension w/Estimated Tax Payments OR File Taxes w/Estimated Payments.
f. Business Credit Profile Setup
ABC Compliant has agreed to provide an INITIAL Business Credit Profile Setup with the following:
D&B Profile Setup/Verification (Duns & Bradstreet)
Experian Business Account Setup
Establish 1-3 Lines of Credit (dependent on the Applicant’s choice)
g. Personal Credit Review & Negotiations
ABC Compliant will complete your personal credit evaluation in seven business days after we receive your credit report by performing the following services:
Research-Carefully scan your credit and figure out which negative CLOSED items can be resolved or settled.
Negotiate Settlement & Remove-Ask your creditors for a settlement amount, then ask the creditor and the credit bureaus to update credit report.
Repeat Step 2 for 3 CLOSED Accounts
h. Essential Financing Success Fee
The success fee is fully earned when the financing has been approved in writing by a lender with the terms and conditions acknowledged in writing to be acceptable to the Applicant.
ABC Compliant is hereby authorized to apply with a loan application for the Project from the Small Business Administration (SBA). Applicant agrees, ABC Compliant shall be Applicant’s only agent for financing of this project during the term of this agreement.
2. No Representations or Warranties
Applicant understands and acknowledges that ABC cannot and does not make representations or warranties as to the likelihood of EIDL or PPP Loan guaranty Authorization by the SBA and/or Applicant obtaining any EIDL or PPP loan. Applicant acknowledges and agrees that ABC and ABC’s employees, agents and representatives have made no representations, promises or warranties to Applicant and that Applicant has not relied on any representation, promise or warranty of ABC and/or ABC’s employees, agents and/or representatives regarding approval and/or obtaining a PPP loan. The ABC has no authority to bind the SBA or any lender. ABC makes no representation as to the length of time to prepare the PPP loan application package, submission to a lender and/or any other actions implied by this agreement.
3. NO GUARANTEE OF FINANCING SUCCESS
ABC Compliant agrees to use reasonable commercial efforts to obtain and close financing for the Project. ABC Compliant does not guarantee that financing can or will be obtained. Applicant agrees that ABC Compliant not be liable to Applicant for any losses or damages whatsoever in the event financing is not obtained.
4. 3rd Party & Other Fees
Applicant to pay the customary lender fees, escrow/closing and other reasonable expenses necessary for the closing of said loan, including without limitation title insurance, attorney’s fees, escrow, notary, tax service, recording, structural/seismic report, environmental audit fees, survey fees, credit reports, commitment and standby fees, if any, and appraisals if required.
5. Payment from the Closing Proceeds:
Applicant agrees that ABC Compliant has the right to require that payment of the ESSENTIAL FINANCING SUCCESS FEE be made directly out of the proceeds of the loan and disbursed directly from escrow/closing, and Applicant hereby irrevocably appoints ABC Compliant its limited Attorney-in-Fact for the sole purpose of issuing instructions to Escrow/Closing Holder to pay the FINANCING SUCCESS FEE directly to ABC Compliant Applicant further agrees that ABC Compliant may use this executed Fee Agreement as a demand in escrow/closing, directing Escrow/Closing Holder to pay and remit the loan fee. This payment will be made via an ELECTRONIC Signed ACH AUTHORIZATION.
6. Duration of Agreement
This agreement shall be valid for a period of (twelve) 12 Months from date hereof. Unless cancelled in writing by Applicant at the end of said period, this agreement will automatically be extended for an additional 30 days, at the end of which time it will terminate unless extended in writing by both parties.
7. 7(a) Loan Requirements are Subject to Change
The charges, rules, regulations and procedures related to Applicant’s PPP Loan application are governed by federal regulations. Such federal regulations are subject to change, and therefore, the information contained herein is subject to change. Additional requirements or changes may be imposed by ABC or SBA. Applicant is encouraged to seek the advice of its own legal counsel before and during the entirety of the PPP loan application process. By signing this Agreement, Applicant acknowledges it has read, understands, and agrees to be bound be each and every provision set forth herein.
8. Interest Rate
The interest rate on an SBA PPP Loan is 1%. The PPP loans are administered by the U.S. Small Business Administration (the “SBA”) and originated by third-party lenders.
The interest rate on an SBA EIDL is 3.75% & 2.75% for non-profits. The EIDLs are administered by the U.S. Small Business Administration (the “SBA”) and originated by third-party lenders.
9. GOVERNED BY LAWS OF CALIFORNIA
ABC Compliant is a SBA Agent in the State of California. All services rendered to Applicant (no matter what state the Applicant Project is located in) are provided within the state and conform to the CA CFL regulations for commercial loans. Some states limit the involvement of a Agent/Broker in the Commercial Loan Process and our involvement shall be limited to those activities allowed. The fees and charges paid to us by the Applicant will remain as stipulated herein regardless of the extend of our involvement in the loan process as long as the project is financed. This agreement shall be governed by and construed in accordance with the laws of the State of California. If legal action is undertaken to enforce or to declare in effect any provision of this Agreement, that legal action shall be in the venue of the Superior Court of California in and for the County of San Diego, and the Court, as part of its judgment, shall award reasonable attorney’s fees, interest on amount owed to the maximum allowable rate by law and any other related costs to the prevailing party.
10. Mediation of Disputes
In the event any dispute or controversy arises with respect to the subject matter of this agreement or the transaction contemplated herein (including, but not limited to, the parties rights with respect to payment of commissions as provided herein) which the parties are unable to resolve among themselves after a good faith effort to do so, at the request of either party. All parties to this agreement agree to attempt to resolve such dispute or controversy through mediation in San Diego California pursuant to a mediation conducted by a mediator appointed by the American Arbitration Association in accordance with its mediation rules.
11. ARBITRATION OF DISPUTES
In the event any dispute or controversy arises with respect to the subject matter of this agreement or the transaction contemplated herein (including, but not limited to, the parties rights with respect to payment of Commissions as provided herein) that is not resolved as provided in paragraph “Mediation of Disputes” Above. Applicant and ABC Compliant agree that such dispute or controversy shall be settled by final, binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court that has jurisdiction thereof.
Applicant will indemnify and hold ABC and its officers, directors, employees, agents, and attorneys harmless from any and all loss, damage or injury (including attorneys’ fees incurred with attorneys of ABC’s choice) resulting from failure by Applicant to receive PPP Loan guaranty authorization by the SBA and/or any loss, damage or liability to Applicant or the business of Applicant. ABC shall not be liable for any of the debts, expenses or obligation incurred by Applicant or on its behalf in preparing the PPP Loan Application Package. Further, Applicant hereby agrees to indemnify ABC and hold ABC harmless from any loss, liability, claim, demand, cost, charge or damage arising out of or related to this Agreement and defend ABC against any demand, claim or charge made against ABC arising out of or related to this Agreement, including, without limitation, any attorney’s fees incurred by ABC in defending any such action.
13. Identification Procedures
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all PPP lenders (Certified Development Companies) to obtain, verify, and record information that identifies each person who applies for a PPP Loan. Applicant acknowledges that ABC will request names, addresses, date(s) of birth, driver’s licenses, other identifying documents and other information that will allow ABC to properly identify Applicant. Applicant further acknowledges that this information is required to complete an SBA PPP Loan Application.
14. Terms of Agreement
This agreement will begin the date of this agreement and will remain open. Either party may cancel this agreement on thirty (30) days’ notice to the other party in writing, by certified mail or personal delivery or signed email. Any funding accepted as a result of the “consultant” would entitle the agreed fee amounts outlined in this contract to the “consultant” from the “company” for 3 years after either party decides to cancel this agreement.
15. Entire Agreement
This agreement sets forth the entire agreement between the parties hereto and fully supersedes all prior oral and/or written agreements, understandings, commitments, and practices between the parties pertaining to the subject matter hereof.