Master Engagement Agreement for Appraisal Services

 

APPRAISER AGREEMENT

This Appraiser Agreement (“Agreement”) between ValueQuest AMC, Inc. (“ValueQuest”) and the independent appraiser (“Appraiser”), as hereby electronically acknowledged with the contact information found on the Dashboard (as hereinafter defined).

RECITALS

WHEREAS, Appraiser provides appraisal services for financial institutions;

WHEREAS, ValueQuest is an appraisal management company performing appraisal management services; and

WHEREAS, ValueQuest desires to engage the Appraiser to conduct such appraisals and Appraiser agrees to provide such services in accordance with the provisions set forth herein (hereinafter, all appraisals and other services to be provided to ValueQuest by Appraiser under this Agreement are collectively referred to as the “Services”).

NOW, THEREFORE, ValueQuest and Appraiser agree as follows:

I. SERVICES

Throughout the term of this Agreement, ValueQuest may retain Appraiser to appraise certain real property and provide a written appraisal report directed to ValueQuest which complies with the requirements of Applicable Law (hereinafter defined) and the provisions of this Agreement, including any ValueQuest standards or guidelines incorporated into this Agreement (hereinafter, an “Appraisal”). ValueQuest will issue requests for Appraisals to Appraiser (each an “Appraisal Assignment”) either directly or via ValueQuest’s electronic appraisal procurement system (the “Dashboard”). Appraiser acknowledges that it is not guaranteed any minimum amount of work or compensation as a result of this Agreement.

Appraiser must accept an Appraisal Assignment within 24 hours of receipt. Appraiser agrees to contact the ValueQuest primary contact named in the Appraisal Assignment (“Customer”) within 24 hours (or next business day) of Appraiser’s acceptance of the Appraisal Assignment. Appraiser shall use best efforts to complete an appraisal within 10 days of receipt of an Appraisal Assignment. Appraiser shall notify ValueQuest through the Dashboard of any expected delay in completion within 24 hours (or the next business day) of contacting the Customer.

After completing the requested Appraisal, Appraiser shall upload the Appraisal Report into the Dashboard. Should ValueQuest have any questions of Appraiser relating to the completed Appraisal, Appraiser shall respond to such questions and shall, at Appraiser’s expense, use best efforts to promptly obtain any and all additional information that ValueQuest may request. 2

Appraiser’s engagement is predicated on its ability to complete appraisal assignments in compliance with this Agreement. Appraiser shall promptly contact ValueQuest through the Dashboard (or as otherwise instructed by ValueQuest if the engagement was not initiated through the Dashboard) if any of the following occur:

  • Appraiser is denied access to the property listed in the Appraisal Assignment,
  • Appraiser is in any way prevented from or delayed in the performance of completing the appraisal, or
  • Appraiser is not able to comply with the Competency Rule as provided by the Uniform Standards of Professional Appraisal Practice (“USPAP”).

All Appraisals shall (i) be written, (ii) contain sufficient information and analysis to enable ValueQuest to properly understand the Appraisal and support ValueQuest’s decision to engage in a transaction with regard to the appraised property and (iii) contain sufficient disclosure of the nature and extent of inspection and research performed by the Appraiser to verify the appraised property’s condition and support the opinion of market value set forth in the Appraisal.

In addition, all Appraisals shall conform to the ValueQuest Guidelines for Approved Vendors attached hereto as Exhibit A, as the same may be modified upon notice to Appraiser, and such other appraisal policies and procedures as ValueQuest may provide to Appraiser during the term of this Agreement.

The market value assigned to an appraised property must be based solely on Appraiser’s independent judgment. Any influence to real estate appraisals, direct or indirect, causing or attempting to cause through coercion, extortion, inducement, bribery, intimidation, compensation, instruction or collusion violates ValueQuest’s policy and must be reported to ValueQuest.

Appraiser shall secure, pay for and maintain all permits and other governmental fees, licenses and inspections necessary for the proper execution and completion of the Services.

Appraiser understands and agrees that in order to receive Appraisal Assignments, Appraiser must have access to the Dashboard. Appraiser shall establish and maintain, throughout the term of this Agreement, appropriate access to the Dashboard in accordance with the requirements of the operator of the Dashboard.

Appraiser shall procure or otherwise provide, at Appraiser’s cost and expense, all personnel with the hardware, software, network facilities and the other materials, resources and items required to provide the Services and otherwise perform its obligations under this Agreement.

II. TERMINATION AND CANCELLATION

This Agreement may be terminated by ValueQuest at any time without prior notice to the Appraiser. Appraiser may terminate this Agreement by giving 10 days written notice to ValueQuest, however, such termination shall not be effective unless and until all outstanding Appraisals have been properly completed and delivered.

ValueQuest may cancel any specific Appraisal Assignment at any time upon written notice to Appraiser. A notice of cancellation with respect to a specific Appraisal Assignment shall not terminate this Agreement or cancel any other outstanding Appraisal Assignment. Upon receipt of a notice of cancellation, Appraiser shall submit to ValueQuest an itemized statement of services performed to the date of cancellation in connection with the Appraisal Assignment cancelled. Said services may include both completed work and work in progress at the time of cancellation. Additionally, Appraiser shall deliver to ValueQuest all documents in Appraiser’s possession related to the Appraisal Assignment. All documents shall be the property of ValueQuest. ValueQuest will determine on a case-by-case basis the appropriate payment, if any, for Appraisals cancelled by ValueQuest prior to completion of the Appraisal.

If ValueQuest cancels an Appraisal after retention of Appraiser or prior to completion of the Appraisal, ValueQuest will consider payment of reduced fee on case by case basis. No payment shall be due to Appraiser in the event that cancellation was due to the acts or omissions of Appraiser.

ValueQuest will determine on a case-by-case basis the appropriate payment, if any, for Appraisals cancelled by Appraiser prior to completion of the Appraisal.

III. REPRESENTATIONS AND WARRANTIES

Appraiser hereby makes the following representations, covenants and warranties:

Appraiser, its personnel, all deliverables, the Services and Appraiser’s performance of the Services shall at all times comply with all applicable laws, rules, orders, ordinances, guidelines, regulations and requirements of all government authorities and agencies having jurisdiction thereof, including without limitation all federal, state, and local laws applicable to Appraisers, the procurement and provision of residential appraisals, the Services, and those that would be applicable to ValueQuest if ValueQuest were performing the Services directly including, but not limited to,, (i) the USPAP, (ii) Title XI of the Financial Institutions Reform, Recovery and Enforcement Act, (iii) the issuance of the regulatory agencies final rules effective September 19, 1990 and any subsequent revisions thereto and (iv) all applicable standards and requirements of the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation and any other government-sponsored enterprises as may be amended and/or supplemented from time to time (collectively, “Applicable Law”).

Appraiser will fulfill all of ValueQuest orders promptly and completely. Where time frames are agreed to, Appraiser shall use its best efforts to complete the Services within such time frames and in accordance with this Agreement. Appraiser shall be solely responsible for any costs incurred in connection with any delays in completion of the Services that are within Appraiser’s control. ValueQuest shall have no obligation to pay for non-conforming deliverables.

The Services shall be performed in a good and first-class manner with a level of care and skill equal to the highest standards exercised by members of the profession, by properly licensed and highly qualified individuals who have the required licenses and necessary education, expertise and experience to competently complete the Services and who are capable of rendering an unbiased appraisal.

Appraiser shall not permit any person performing Appraisals on its behalf to appraise any property in which such person or the Appraiser has a direct, indirect or prospective interest, financial or otherwise, in the property or transaction.

Appraiser, and all personnel performing Appraisals on Appraiser’s behalf, is and shall remain at all times while performing the Services, duly licensed as a residential real estate appraiser in good standing with the appropriate real estate licensing agencies in each jurisdiction where Appraiser is performing services.

Neither Appraiser nor any of its personnel have been subject to any prior investigations or disciplinary action by any regulatory body, licensing agency or board in any federal, state or local jurisdiction or convicted of any crime. If Appraiser or any of its personnel has been subject to any such actions or convictions, Appraiser shall attach hereto as Exhibit B, a detailed explanation of such action including, but not limited to, the name of the subject to the action, date the action was commenced and concluded, a description of the nature of the action and the outcome of the action. Additionally, Appraiser shall immediately notify ValueQuest in writing in the event Appraiser or any of its personnel is subject to any such action during the term of this Agreement.

Throughout the term of this Agreement, the Appraiser shall:

  • be compliant with the Uniform Appraisal Dataset and Uniform Collateral Data Portal system requirements,
  • submit all appraisals in both PDF and XML formats, including multi-family reports,
  • subscribe to the Dashboard;
  • agree to provide the Services in accordance with ValueQuest’s then current fee schedule,
  • provide correspondence on reports and disputes in a timely manner to ValueQuest, and
  • maintain internal quality controls to evaluate and monitor ongoing performance of each of its personnel and agents in order to identify, report, and correct noncompliance with Appraiser’s product standards, Applicable Law and ValueQuest requirements.

In the event Appraiser receives any complaints regarding the Services from ValueQuest customers, Appraiser shall immediately notify ValueQuest in writing of such complaint along with a copy of the complaint. Appraiser shall also cooperate with ValueQuest at Appraiser’s expense in connection with the resolution of such complaint including, but not limited to, promptly providing ValueQuest with any backup information related to the complaint that ValueQuest may request. In the event that any such complaint arises out of problems or issues with Appraiser’s systems or services, Appraiser shall promptly make commercially reasonable changes thereto at Appraiser’s sole cost.

IV. COMPENSATION

As compensation for all services of Appraiser in performance of this Agreement, ValueQuest shall pay Appraiser in accordance with ValueQuest’s then-current fee schedule.

Appraiser shall submit an invoice to ValueQuest at the time the Appraisal is transmitted to ValueQuest. The invoice shall itemize all expenses and fees with appropriate detail. ValueQuest shall pay undisputed invoices within a commercially reasonable period of time after receipt of the final Appraisal and a complete and correct invoice for the same. ValueQuest may withhold payment of particular charges that ValueQuest disputes in good faith, pending resolution of the dispute. Appraiser may not delay or withhold delivery of Services pending resolution of such disputes or due to late payments.

ValueQuest will determine on a case by case basis the appropriate payment, if any, for Appraisals cancelled by of the parties hereto prior to completion of the Appraisal.

V. AUDITS AND MAINTENANCE OF RECORDS

Appraiser shall promptly cooperate with ValueQuest for purposes of performing audits and inspections of Appraiser and its agents as needed to monitor Appraiser’s performance under this Agreement. The scope of these audits and inspections may include, but are not limited to, examining Appraiser’s conformance to the terms of this Agreement and confirming that Appraiser is meeting applicable regulatory and other legal requirements. Should such an audit identify a deficiency in performance under this Agreement, Appraiser shall promptly remedy such deficiency at its sole cost and provide ValueQuest with documentation regarding the resolution of such issues.

Appraiser shall maintain the Appraisals and any other records related to this Agreement for the time periods required by Applicable Law, and shall promptly provide ValueQuest with access to and/or copies of such records at no expense to ValueQuest.

  1. INDEMNITY

Appraiser hereby agrees to defend, indemnify and hold ValueQuest, its agents, representatives, employees, officers, directors and affiliates, harmless against and from any and all claims, loss, damage or expense including, but not limited to, attorney's fees, which arise out of or are in any way connected with (i) the services to be provided hereunder, (ii) any omission or act of the Appraiser, or any of its employees, agents, contractors or subcontractors, arising out of the performance of this Agreement or (iii) any breach or default of any covenant, representation or warranty made herein or in the performance of any work or obligation on the part of the Appraiser or any of its employees, agents or contractors to be performed under the terms of this Agreement. This indemnification shall survive the cancellation of any Appraisal Assignment and/or the termination or expiration of this Agreement.

VII. INSURANCE

Throughout the term of this Agreement, Appraiser shall maintain errors and omissions insurance with a minimum $1,000,000 limit. Appraiser shall provide evidence of such coverage to ValueQuest promptly upon request. Appraiser shall also provide, in a timely manner, proof of the continuation or extension of such coverage upon the expiration of any prior coverage term and of any changes in coverage.

VIII. ASSIGNMENT, SUBCONTRACTORS

Appraiser shall not assign any rights or duties under this Agreement to a third party without the express prior written consent of ValueQuest, which may be withheld in ValueQuest’s sole discretion.

Appraiser shall not engage any subcontractors to perform any of the services hereunder without the express prior written consent of ValueQuest, which may be withheld in it’s sole discretion. Appraiser shall be responsible for the actions or omissions of its subcontractors.

IX. DEFAULT

Each of the following constitutes an event of default (“Event of Default”) under this Agreement:

• A party’s breach of any covenant, representation or warranty set forth in this Agreement, provided such breach, if curable, is not cured within 15 days following receipt of written notice of such breach.

• Failure of a party to perform any obligation under this Agreement or in an Appraisal Assignment, provided that such failure is not cured within 15 days following receipt of written notice of such failure.

• The institution of bankruptcy, receivership, insolvency, reorganization or other similar proceedings by or against either party hereto under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state thereof or the making of an assignment

for the benefit of creditors or the admittance of any involuntary debts as they mature, if such proceedings have not been dismissed or discharged within 30 days after they are instituted.

Upon the occurrence of an Event of Default, the nondefaulting party shall be entitled to any of the following remedies: (a) cancel any pending Appraisal Assignment, (b) terminate this Agreement, (c) seek to recover damages from the defaulting party, (d) if applicable, receive a refund of any prepaid but unearned fees, which refund shall be paid within 30 days and (e) seek injunctive or other equitable relief.

X. NOTICES

General communications between the parties regarding Appraisal Assignments may be conducted through the Dashboard. Except as otherwise specifically provided in this Agreement, any other notice, submittal or communication required or permitted to be served on a party, shall be in writing and addressed as indicated below, and shall be deemed delivered: (a) upon delivery if delivered in person, (b) three business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid or (c) one business day after deposit with a national overnight courier addressed as more fully set forth below or to such other address as may be specified by either party hereto upon notice given to the other.

ValueQuest:

ValueQuest AMC, Inc.

38 Security Drive

Avon, CT 06001

Attn.: Eli Pascon, President

Appraiser:

Pursuant to contact information as found in the Dashboard.

XI. INDEPENDENT CONTRACTOR

The parties intend that Appraiser, in performing the services specified, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. Appraiser shall not be considered an agent or employee of ValueQuest and is not entitled to participate in any pension, medical or dental plans or any other benefit provided by ValueQuest for its employees. Nothing in this Agreement shall be interpreted as granting Appraiser the right or authority to make commitments of any kind on behalf of ValueQuest.

Appraiser retains sole responsibility for selecting the personnel and agents that it uses to fulfill Appraisal Assignments hereunder. This includes but is not limited to the actual assignment of the Appraisal Assignments and the addition or removal of personnel and agents used to fulfill Appraisal Assignments hereunder. Appraiser’s selection of personnel and agents is subject to Article VIII herein.

XII. SUCCESSORS AND ASSIGNS

ValueQuest and Appraiser each binds itself, its partners, successors, legal representatives and assigns to the other party to this Agreement and to the partners, successors, legal representatives and assigns of such other party in respect of all promises and agreements contained herein.

XIII. MISCELLANEOUS

A. Entire Agreement. This Agreement, in conjunction with the applicable Appraisal Assignment, shall be deemed to contain the entire agreement between the parties. Any and all verbal or written agreements respecting the terms and provisions herein and made prior to the date of this Agreement are superseded by this Agreement and shall have no further effect.

B. Modification. No modifications to the terms of this Agreement shall be binding on either party unless made in writing and signed by an authorized representative of each party.

C. Ownership and Use of Property Rights. Unless otherwise expressly provided for herein, all original works created by Appraiser for ValueQuest hereunder shall be and remain the property of ValueQuest. Appraiser agrees that any patentable or copyrightable property rights, to the extent created for ValueQuest as part of the services provided hereunder, shall be in the public domain and may be used by anyone for any lawful purpose.

XIV. AUTHORITY

Appraiser hereby represents and warrants to ValueQuest that it is has the power and authority and the legal right to conduct the business in which it is currently engaged, and has all requisite power and authority and the legal right to consummate the transactions contemplated in this Agreement. Appraiser hereby further represents and warrants that this Agreement has been duly authorized, and when executed by the signatory or signatories listed below, shall constitute a valid agreement binding on Appraiser in accordance with the terms hereof.

XV. CONFIDENTIALITY

For purposes of this Agreement, “Confidential Information” means all information which Appraiser has access to, develops, acquires or is provided with pursuant to or in connection with this Agreement, including, but not limited to, the following: (a) any and all information concerning any of ValueQuest’s employees, potential or former employees, customers or potential customers (whether businesses or individuals), including any “Nonpublic Personal Information” as that term is defined in Section 509(4) of Title V of the Gramm-Leach-Bliley Act (collectively, “Customer Information”), (b) any information regarding ValueQuest’s plans and strategies (c) technical or business information, (d) specifications, drawings, data and computer programs, (e) operations, financial data and operational information, (f) any other documentation belonging to ValueQuest or third parties which ValueQuest or such other party considers proprietary or (g) any and all other information that is not generally available to the general public.

Appraiser agrees on behalf of its agents, consultants, affiliates, subcontractors, attorneys, officers, directors, and employees (collectively, “Representatives”), that it and its Representatives (a) shall keep the Confidential Information confidential, (b) shall not use any Confidential Information for any purpose other than in connection with the purposes for which it was provided to Appraiser without the prior written consent of ValueQuest, which ValueQuest may withhold in its sole discretion, (c) shall not disclose Confidential Information to any person or entity, except disclosures to Representatives who need to know such information in order to carry out the purposes for which it was provided to Appraiser and agree in writing to be subject to the terms of this Agreement or an equivalent agreement for the benefit of ValueQuest and (d) shall ensure the proper disposal of the Confidential Information, including without limitation the transfer, donation, sale or disposal of any medium (including computer equipment) on which Confidential Information is stored, so that Confidential Information cannot practicably be read or reconstructed. The results of Appraiser’s assignments are to be communicated only in writing and only to ValueQuest.

Appraiser shall cause any Representative receiving Confidential Information to comply with this Agreement, and Appraiser hereby assumes full responsibility for any breach of this Agreement caused by any of the Representatives. All Confidential Information shall be deemed to be the property of ValueQuest and, upon request, Appraiser shall either destroy such information or immediately return such information to ValueQuest.

Any Customer Information which may be provided to Appraiser is given solely for the purpose of enabling Appraiser to properly execute its obligations under this Agreement. Appraiser expressly agrees that it and its Representatives shall not use Customer Information for any purpose whatsoever not expressly contemplated hereunder. Appraiser represents that it has procedures in place to safeguard Customer Information that comes into its possession, and Appraiser hereby agrees to take such actions that are necessary or appropriate in order to comply with all applicable laws, regulations and guidelines, including, but not limited to, privacy provisions set forth under (a) Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 et seq., (b) federal regulations implementing such act and codified at 12 CFR Parts 40, 216, 332, and 573, (c) the Interagency Guidelines Establishing Information Security Standards, (d) the Fair and Accurate Credit Transactions Act of 2003 and (e) all other applicable federal, state and local laws, rules, regulations, guidelines, guidance, interpretive letters and orders relating to the privacy, security and disposal of Customer Information, including future enactments by any such authorities, all as may be amended and/or supplemented from time to time. Appraiser agrees that it shall cooperate fully in connection with any matters contemplated in this paragraph, including any requests by ValueQuest for certifications pertaining to Appraiser data security procedures.

In the event of an incident of unauthorized access to or misuse of Confidential Information in breach of Appraiser obligations hereunder, and whether due to the acts or omissions of Appraiser or its Representatives, subcontractors, or any other third parties, Appraiser hereby covenants that it shall immediately: (a) assess the nature and scope of the incident and identify what specific Confidential Information and what types of Confidential Information have been accessed or misused, (b) notify ValueQuest of the circumstances surrounding such incident, (c) provide ValueQuest with any information ValueQuest deems necessary or appropriate to respond to such incident, (d) take appropriate steps to contain and control the incident to prevent further unauthorized access to or misuse of such information and (e) immediately reimburse ValueQuest for all costs incurred in connection with or arising out of such incident, including without limitation the costs of any notices or reports that ValueQuest delivers or issues in connection with such incident, the cost of any credit monitoring services or other such services that ValueQuest offers to its impacted customers in an effort to mitigate any damages arising from the incident, attorneys’ fees, and ValueQuest internal costs. The obligations contained herein shall survive the cancellation of any Appraisal Assignment and/or the termination or expiration of this Agreement.

Notwithstanding anything contained in this Agreement, Appraiser shall not be required to obtain the consent of ValueQuest to disclose the Confidential Information as required by a court of competent jurisdiction or governmental subpoena. However, if Appraiser becomes compelled by such a court order or other governmental subpoena to disclose any such Confidential Information, Appraiser shall immediately provide ValueQuest with written notice to such effect so that ValueQuest may seek a protective order or other appropriate remedy.

In addition to the foregoing, Confidential Information shall not be considered “confidential” if such information is or becomes generally available to the public other than as a direct result of a breach of this Agreement by Appraiser or any of its representatives.

Appraiser understands that if it breaches this Agreement, ValueQuest will seek actual and exemplary damages and/or equitable remedies including injunctive relief.

XVI. APPROVED STATUS

Approved status will be regularly monitored and reconsidered if necessary by the Chief Appraiser for ValueQuest. Appraiser will be required to provide ValueQuest the following information yearly:

  • A resume or statement of qualifications (unless previously provided),
  • Copy of all licenses of appraisers on staff,
  • Proof of errors and omissions insurance coverage,
  • W9 for accuracy, and

Appraiser is responsible for providing a timely statement as to whether the Appraiser, its appraisal firm and any of its appraisers have been the subject of investigations or disciplinary actions by any regulatory body, licensing agency or board of any federal, state or local jurisdiction, or any criminal conviction, including an explanation of such event, the time period in question and the final resolution thereof.

All of the foregoing information shall be submitted to:

appraisal@valuequestamc.com

or

ValueQuest AMC, Inc.

38 Security Drive

Avon, CT 06001

Attn.: Jayne Guarino, Account Executive

XVII. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. If any provision of this Agreement is invalid or unenforceable, then, to the extent possible, all of the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.

IN WITNESS WHEREOF, the parties hereunto have acknowledged their acceptance of this Agreement as recorded through the Dashboard.

VALUEQUEST AMC, INC.

By:

Name: Eli Pascon

Title: President

Appraiser: As electronically acknowledged.

Exhibit A

ValueQuest Guidelines for Approved Vendors

Exhibit B

Investigations/Disciplinary Actions