Master Engagement Agreement for Vendor Services

 

Parties:

This Agreement is made between

  • Property Interlink LLC, 16350 Park Ten Place, Ste 101, Houston, TX 77084 ("Property Interlink"), and
  • the vendor who acknowledges the Agreement below (“Vendor”)

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

 

1. Vendor Services. Property Interlink from time to time may request Vendor to perform services described in a subsequent separate request, order, engagement form, or other similar written manner of engaging the services of Vendor under the terms and conditions of this Agreement and under the terms and conditions of the individual engagement requests.

2. AMC State Registration. Property Interlink’s current State AMC license number is found on Property Interlink's Vendor Management Software 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) have the ability, experience, and required and appropriate licenses, permits, and certifications to perform services related to this Agreement and individual engagements of services. 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 agrees to report to Property Interlink actions by other entities, including without limitation GSEs, HUD, FHA, and lenders, 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 factual 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 acknowledges: 
    • 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, drug screenings, and/or credit 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, of the USPAP for appraisal and appraisal review services, and of engagement instructions communicated for each assignment. Vendor may not subcontract assignments. Vendor is not prohibited from retaining secretarial, clerical, or data-entry personnel.

8. Code of Conduct and Professionalism. In all cases when performing services, Vendor (and as applicable, assistants and personnel of Vendor) will

  • maintain an appropriate and professional dress code,
  • act and communicate in a respectful and appropriate manner toward all individuals,
  • respect borrowers’ and contacts’ time and property, and
  • adhere to state, federal, and all applicable laws, rules, and regulations.

9. Indemnification. Vendor indemnifies Property Interlink for the acts or omissions of Vendor only. Vendor will hold harmless and indemnify Property Interlink, its directors, officers, employees, agents, and representatives, and any client of Property Interlink for whom a service is being performed, against all loss, liability, penalty, damage, expense, cost, including attorney’s fees of any kind, to person, property, or both, arising out of any action or inaction of the Vendor only, related to this Agreement, including without limitation non-compliance with applicable laws and regulations. THIS SECTION DOES NOT HOLD Vendor RESPONSIBLE FOR ACTS OR OMISSIONS OF Property Interlink.

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 consumer and/or customers of Property Interlink’s clients. Confidential Information is not information that is otherwise available to the public, was already known by Vendor (with written evidence) at the time of disclosure of that information, was or becomes available to Vendor from a source other than the owner if the source would normally be legally allowed to share the information, or Vendor independently develops the information.
  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.

11. Insurance for Appraiser Vendors.

  1. Vendor shall at all times under this Agreement maintain professional liability insurance (aka, 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), and be issued by an insurance carrier having a Best’s Financial Strength rating of A- or better. 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 or to arrange such proof be provided to Property Interlink.
  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: Indemnification, Confidentiality, and Insurance sections. Property Interlink may terminate this Agreement and consequently not select Vendor for future engagement if Vendor fails to meet any terms of this Agreement, fails to meet any terms of individual assignment engagements, or fails to meet federal or state rules or laws. 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 specified by the state regulation where the property is located; if the state has no such regulation, payment will be made to Vendor within 45 (forty-five) days. (For example, if a particular state has a regulation in place that requires payment within 60 days, Property Interlink will pay Vendor within 60 days; if a particular state has a regulation in place that requires payment within 30 days, Property Interlink will pay Vendor within 30 days; if a particular state has no such regulation, Property Interlink will pay Vendor within 45 days.)
  2. Since Property Interlink will pay Vendor, 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.

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. THIS SECTION 15 DOES NOT APPLY IF Vendor IS AN SET UP AS AN EMPLOYEE (STAFF) OF Property Interlink. (Vendor IS AN EMPLOYEE of Property Interlink ONLY IF OTHER SEPARATE WRITTEN DOCUMENTATION HAS BEEN AGREED TO BY Vendor AND Property Interlink.)

16. 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.

17. 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.

18. 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.

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

20. 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 or via electronic website/portal acknowledgement.