Master Engagement Agreement for Vendor Services

 

Parties:

This Agreement is made between

  • Property Interlink LLC, ("Property Interlink"), and
  • the vendor who acknowledges the Agreement below (“Vendor”)

on the executed date below (“effective date”).

 

1. Vendor Services. Property Interlink is in the business of providing appraisal management services to clients. Vendor is in the business of providing appraisal, valuation, or other property-related services that are not appraisal management services. Property Interlink from time to time may request Vendor to perform services described in separate engagement letters under the terms and conditions of this Agreement and under the terms and conditions of the individual engagement letters. Such engagements will identify the subject property, due dates, assignment-specific requirements, report format, and other requirements associated with the engagement. Nothing in this Agreement requires Vendor to accept any engagement from Property Interlink. Nothing in this Agreement promises any particular volume of engagements or revenue to Vendor. Vendor represents that he or she is authorized to accept this Agreement and to accept engagements on behalf of any company or appraisal firm with which Vendor is employed or affiliated and that Vendor is authorized by such firm(s) to provide instructions for payment of vendor fees by Property Interlink.

2. AMC State Registration. Property Interlink’s current State AMC registration number is found on Property Interlink's online order details page and on each engagement letter.

3. Vendor License. Vendor warrants and represents that Vendor (and as applicable, assistants and subcontractors of Vendor) has the ability, experience, and required and appropriate licenses, permits, and certifications to perform services related to this Agreement and individual engagements of services. Appraiser Vendors must be a certified or licensed appraiser in the state in which the subject property is located for the specific engagement and must be FHA approved to perform FHA appraisals. Property Interlink may require Vendor to furnish proof of licenses, permits, or certifications at any time, and Vendor agrees to furnish such proof. Vendor agrees to report to Property Interlink any revocation, cancellation, non-renewal, voluntary forfeiture, suspension, fine, reprimand, lawsuit against, open or pending complaints or disciplinary actions, probationary or similar status, or other similar actions related to licenses that limit or reflect on the ability to perform services in any State, district, or territory, and also agrees to report to Property Interlink any additions to exclusionary lists, must-review lists, or similar actions by other entities, including without limitation GSEs, HUD, FHA, lenders, and investors, that limit ability to perform services for lending or other purposes. Such reporting by Vendor must be in writing to Property Interlink upon first discovery or knowledge of.

4. Information Provided. The Vendor certifies that information communicated by Vendor regarding coverage areas and geographic competence, product knowledge and competence, experience, work samples, qualifications, licensure, tax identification number, addresses, insurance, and all other information provided to Property Interlink on Vendor’s application and all other documents and communications are true and correct.

5. Compliance with Laws and Rules. At all times while performing services pursuant to this Agreement, Vendor (and as applicable, assistants and subcontractors of Vendor) will comply with and perform assignments in accordance with the following (as applicable to the services):  Uniform Standards of Professional Appraisal Practice, Appraisal Independence Requirements under Dodd-Frank and related rules and regulations, Fair Housing Act, Real Estate Settlement Procedures Act, Truth in Lending Act, and all other federal, state, and local laws, rules, standards, and codes that are applicable.

6. Background. 

  1. Vendor certifies: 
    • a) Vendor has not pled guilty or nolo contendere (No Contest) to any crime involving dishonesty, fraud, theft, public trust, breach of trust, or money laundering, or to any crime that would suspend or terminate his/her licensure and/or certification;
    • b) Vendor has not been convicted of any crime involving dishonesty, fraud, theft, public trust, breach of trust, or money laundering, or any crime that would suspend or terminate his/her licensure and/or certification;
    • c) Vendor has not been involved in any civil or criminal legal proceedings involving dishonesty, fraud, theft, public trust, breach of trust, or money laundering, or any crime that would suspend or terminate his licensure and/or certification, during the past five-year period before today (not including minor traffic violations). 
  2. Vendor agrees to report to Property Interlink in writing any change to the Vendor's ability to acknowledge the statements in section 6.1 upon first discovery or knowledge of.
  3. Property Interlink may require Vendor to submit criminal background checks in accordance with applicable laws.
  4. Property Interlink may require Vendor to furnish proof of Vendor's identity at any time, such as by furnishing a copy of Vendor's valid driver's license or another valid government-issued identification, and Vendor agrees to furnish such proof.

7. Performance of Services. Services under this Agreement must be performed by Vendor or Vendor's assistants supervised by Vendor within the limits and requirements of: applicable laws and regulations, the USPAP for appraisal practice, and engagement letter instructions communicated for each assignment. Vendor may not subcontract assignments, unless otherwise agreed to in writing for a specific assignment. 

8. Conduct and Professionalism. In all cases when interacting with clients, homeowners, and other parties related to the service or property, Vendor (and as applicable, assistants and personnel of Vendor) will

  • maintain appropriate attire,
  • act and communicate in a respectful and appropriate manner,
  • respect parties’ time and property, and
  • adhere to state, federal, and all applicable laws, rules, and regulations.

9. Responsibility for Services. Vendor understands and agrees that Vendor bears responsibility and liability for Vendor’s acts, omissions, and conduct in the performance of services under this Agreement.

10. Confidentiality.

  1. Information may be provided to Vendor that is “Confidential Information”, which is information that is proprietary, private, or confidential to Property Interlink or its clients including but not limited to non-public personal information related to consumers and customers of Property Interlink’s clients as defined by applicable laws. Confidentiality and privacy laws that apply to this Agreement and the related services include but are not limited to the Gramm-Leach-Bliley Act (GLBA), the California Consumer Privacy Act (CCPA) as applicable, and any other similar state laws as applicable.
  2. Vendor agrees to keep Confidential Information with strict safeguards, to not copy, reproduce, sell, market, license, transfer, or give Confidential Information to third parties, and to use Confidential Information only in a manner appropriate for the purposes of completing the services under this Agreement. Vendor agrees to protect the security and confidentiality of all non-public personal information in accordance with the Gramm-Leach-Bliley Act and other applicable laws, regulations, and rules related to the confidentiality of information.
  3. Vendor agrees to promptly notify Property Interlink and other potentially affected parties in writing of each instance of unauthorized access, disclosure, misuse, alteration, destruction, or other compromise of Confidential Information.

11. Professional Liability (E&O) Insurance for Appraiser Vendors.

  1. Vendor shall at all times while performing services under this Agreement maintain professional liability insurance (E&O Insurance) covering damages arising from the services delivered by Vendor under this Agreement. Vendor’s E & O Insurance shall have a minimum liability limit of $500,000 per claim and $1,000,000 in aggregate for all claims (unless required otherwise by law). The E & O Insurance policy shall not contain a “regulatory agency exclusion” or any other exclusion for defense or damages relating to claims arising out of failed financial institutions or claims made by the Federal Deposit Insurance Corporation or any other state or federal regulator or insurer of banks, mortgage lenders, or other financial institutions.
  2. Property Interlink may require Vendor to furnish proof of Vendor's E & O coverage at any time, and Vendor agrees to furnish such proof. Property Interlink may also require Vendor to arrange for the insurance provider to furnish such proof directly to Property Interlink, and Vendor agrees to make such arrangements.
  3. Vendor may change insurance carriers but must keep prior acts or retroactive coverage covering the dates under which services were provided to Property Interlink.
  4. Vendor must maintain coverage or have extended reporting period coverage (or “tail coverage”) for a period of 3 years after Vendor’s last service for Property Interlink.

12. Termination. Property Interlink and Vendor have the right to terminate this Agreement at any time. In the event of termination, Property Interlink will be liable to Vendor for undisputed fees for completed services rendered up to the date of termination. In the event of termination, the following three sections survive and remain in full force and effect: Responsibility for Services, Confidentiality, and Professional Liability (E&O) Insurance sections. Property Interlink may terminate this Agreement and consequently not select Vendor for future engagement for reasons that include but are not limited to: Vendor fails to meet any terms of this Agreement; Vendor fails to meet any terms of individual engagement letters; Vendor fails to meet federal or state rules or laws; or Vendor’s illegal, criminal, unprofessional, unethical, or unsafe behavior or conduct. Termination process will meet applicable regulations.

13. Competency. By accepting this written Agreement, Vendor certifies that Vendor is competent to perform the services under this Agreement and will ensure and certify for each assignment accepted that Vendor

  • is competent in providing the services related to the property type of a subject property,
  • is competent in the geographic area in which a subject property is located,
  • has access to appropriate data sources that are necessary for the assignment,
  • will immediately notify Property Interlink if Vendor later determines he or she is not competent,
  • is aware that misrepresenting his or her competence may be subject to mandatory reporting by Property Interlink, and
  • satisfies the Competency Rule of the USPAP, if Vendor is an appraiser.

14. Compensation to Independent Contractor Vendors. 

  1. Fees for individual assignments will be disclosed and agreed upon at the time of engagement. Payment will be made to Vendor after Vendor delivers to Property Interlink the final completed report that meets requirements of the engagement. After such delivery, payment will be made to Vendor within the timeframe required by the state regulation where the subject property is located; if the state has no such requirement in regulation, payment will be made to Vendor within 45 (forty-five) days.
  2. Vendor will not invoice or collect funds from the lender or other parties.
  3. Property Interlink may require Vendor to furnish a W9 (or other tax- or government-related documents) at any time, and Vendor agrees to furnish such a document to Property Interlink.
  4. Vendor authorizes Property Interlink, at Property Interlink’s discretion, to utilize third-party processors for the purposes of completing and delivering any required tax form, which may include Property Interlink’s release of Vendor information to the third party processor. Vendor agrees to accept delivery of tax forms by paper or electronically through secure systems.
  5. Vendor is responsible for handling its own tax responsibilities.
  6. In cases of breach of contract or substandard performance, Property Interlink may refuse to pay Vendor for service. In the event of a decision to not pay Vendor, Vendor will receive notice from Property Interlink with the reason and will have an opportunity to rebut the decision.

15. Independent Contractor. Vendor will act solely as an independent contractor in the performance of its services under this Agreement, and nothing contained or implied herein shall at any time be construed to create a relationship of employer and employee, partnership, principal and agent, or joint venture partner between Vendor, Property Interlink, or any client of Property Interlink.

  1. Vendor maintains and will continue to maintain, and perform services contracted under this Agreement at, his or her own business location which is separate from Property Interlink’s location.
  2. Vendor will not be provided workers’ compensation coverage or unemployment benefits by Property Interlink. Property Interlink will not make tax withholdings from payments made to Vendor; and Vendor is obligated and agrees to file and pay all applicable state and federal income taxes related to payments received from Property Interlink.
  3. Vendor is free to negotiate different fees for services under this Agreement, to inform Property Interlink fees are inadequate or unacceptable, and or to decline any offered assignment.
  4. Vendor is free to set days and hours for performing contracted services, consistent with such service related to visiting properties and meeting agreed due dates for services.
  5. Vendor agrees that Vendor is free and expected to offer services to parties other than Property Interlink and will be available to the public in general for such services.
  6. Property Interlink will not control or direct performance of the contracted services. Vendor is responsible for determining the manner and means in which Vendor performs the contracted services in accordance with applicable laws, rules, regulations, and guidelines, in compliance with the USPAP for appraisal services, and in accordance with standard service levels implemented by Property Interlink and common to the industry.
  7. Vendor is solely responsible for providing the resources needed to perform the contracted services, such as licenses, computers, software, phones, transportation, data subscriptions, and insurance, and is solely responsible for the costs and expenses associated with such resources.

16. Dispute Resolution Process. Property Interlink maintains the following Dispute Resolution Process to handle and resolve grievances and disputes informally and before resorting to legal action. This Dispute Resolution Process applies to any dispute by Vendor or vendor’s firm regarding Vendor’s eligibility on a Vendor panel, nonpayment of fees, alleged violations by Property Interlink of any appraisal management company law or regulation, or any Vendor matter for which Property Interlink is required to have a dispute resolution process in place under state or federal law. In the event of such a grievance, the following Dispute Resolution Process will apply:

  1. Vendor/vendor firm shall commence the Dispute Resolution Process by contacting Property Interlink’s Coordinator by email to: info@propertyinterlink.com or appraiserindependence@propertyinterink.com.
  2. No later than 30 days after the determination or action of Property Interlink that is being disputed, Vendor/vendor firm shall provide the Coordinator a letter or other written explanation describing the nature of the dispute and explaining in detail why the determination or action of Property Interlink was inappropriate or wrong, and also shall provide to the Coordinator all documentation supporting the position.
  3. Upon receipt, the Coordinator will forward the materials received from Vendor/vendor firm to a management level officer of Property Interlink for review who shall be in a position of greater authority than the personnel who made the decision or determination in dispute.
  4. Within 30 days after receipt of the dispute, Property Interlink will provide a written response and statement explaining the results of the review conducted by the manager and any actions that may be taken.
  5. Upon written request, Vendor/vendor firm may obtain records or other factual documentation considered by Property Interlink as part of the review, unless such records or documentation are prohibited by law, regulation, or confidentiality obligation from being disclosed.

The Dispute Resolution Process must be followed by Vendor/vendor firm prior to the commencement of, and is a condition precedent to, any legal action (in court or arbitration) against Property Interlink. The Dispute Resolution Process does not apply to appraisal reconsideration requests or other grievances by persons who are not parties to this Agreement.

17. Arbitration. In the event of any dispute, claim, or controversy between the parties to this Agreement arising out of or relating to this Agreement or any breach of the Agreement that is not finally resolved by the Dispute Resolution Process in section 16 above, including, without limitation, any claim that this Agreement or any of its parts is invalid, illegal, or otherwise voidable or void, whether such dispute, claim, or controversy sounds in contract, tort, equity, or otherwise, and whether such dispute, claim, or controversy relates to the meaning, interpretation, effect, validity, performance or enforcement of the Agreement, such dispute, claim, or controversy shall be settled by and through an arbitration proceeding before a single arbitrator to be administered by the American Arbitration Association in Texas, in accordance with the American Arbitration Association’s then-current Commercial Arbitration Rules. Each of the parties to this Agreement hereby agrees and consents to such venue and waives any objection. The arbitrability of any such dispute, claim, or controversy shall likewise be determined in such arbitration. All issues relating to arbitrability or the enforcement of the agreement to arbitrate contained on this section shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and the federal and state common law of arbitration. In the event that an arbitrator or court determines that certain claims or issues are not subject to arbitration, only such claims and issues shall then not be subject to arbitration, and the remaining claims and issues shall be arbitrated. THE PARTIES TO THIS AGREEMENT WAIVE THEIR RIGHTS TO TRIAL BY COURT OR JURY AND TO THE ADJUDICATION OF ANY DISPUTES OR CLAIMS ON A CLASS OR COLLECTIVE BASIS.

18. Agreement. This Agreement (including any exhibits, addendums, attachments, or similar engagement or communications) supersedes any and all oral or written agreements as to the subject matter of the agreements. This Agreement may be changed only in writing accepted by both parties.

19. Acceptance. Property Interlink’s delivery of a request for Vendor to perform services as described in a separate request, order, engagement form, or other similar manner of engaging the services of Vendor after the effective date by Property Interlink indicates Vendor’s acceptance of this Agreement.

20. Severability. If any provision in this Agreement is found invalid or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated. Headings are for reference purposes only and in no way define, limit, or describe the scope or extent of sections.

21. Governing Law.  This Agreement shall be governed and interpreted in accordance with the laws of the State of Texas.

22. Amendments and Changes.  This Agreement may be changed by written or electronic methods, including without limit acknowledgements via a website or portal.


This Agreement is executed by Vendor and Property Interlink, via physical or electronic signature below and or via electronic website/portal acknowledgement.

Property Interlink LLC