Master Engagement Agreement for Appraisal Services

Parties:

This Agreement is made between

Equity Solutions, USA located at 6304 Orchard Lake Rd, West Bloomfield MI 48332 ("AMC"), and the vendor who acknowledges the Agreement below (“Vendor”) on the executed date below (“effective date”).

1. Services. AMC from time to time may request Vendor to perform services described in a subsequent separate request, order, engagement form, or other similar written (including electronic) 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. AMC 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.

2. 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. AMC 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 AMC 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 AMC 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 AMC upon first discovery or knowledge of.

3. 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 AMC on Vendor’s application and all other documents and communications are factual and correct.

4. 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, Valuation 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.

The vendor must certify for each assignment in the assignment’s written engagement that he or she 1) is independent of the loan production process; 2) has no known direct or indirect current or prospective interest (financial, personal, or otherwise) related to the subject property or the related transaction; and 3) complies with all relevant Valuation Independence provisions of the TILA, Dodd-Frank Act, and other applicable regulations relevant to the assignment, and has policies and procedures in place to implement valuation independence requirements. If these conditions are not true for an assignment, the vendor is expected to decline or withdraw from the assignment.

5. Background. Vendor certifies:

• 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;
• 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;
• 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).

Vendor agrees to report to AMC in writing any change to the Vendor's ability to acknowledge the statements in this Background section upon first discovery or knowledge of.

AMC may require Vendor to submit criminal background checks, drug screenings, and/or credit checks in accordance with applicable laws, and Vendor agrees to furnish information necessary for such checks or screenings.

AMC 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.

6. 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, unless otherwise agreed to in writing for a specific assignment. Vendor is not prohibited from retaining secretarial, clerical, or data-entry personnel.

7. 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.

8. Indemnification. Vendor indemnifies AMC for the acts or omissions of Vendor only. Vendor will hold harmless and indemnify AMC, its directors, officers, employees, agents, and representatives, and any client of AMC 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 AMC.

9. Confidentiality. Information may be provided to Vendor that is “Confidential Information”, which is information that is proprietary, private, or confidential to AMC or its clients including but not limited to non-public personal information related to consumers and/or customers of AMC’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.

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.

10. Appraiser Insurance. 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 minimum liability limits as may be specified on order engagements and as may be required by law or regulation. 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.

AMC may require Vendor to furnish proof of Vendor's E&O coverage at any time, and Vendor agrees to furnish such proof. AMC may also require Vendor to arrange for the insurance provider to furnish such proof directly to AMC, and Vendor agrees to make such arrangements.

Vendor may change insurance carriers, but must keep prior acts or retroactive coverage covering the dates under which services were provided to AMC.

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 AMC.

11. Termination. AMC and Vendor have the right to terminate this Agreement at any time. In the event of termination, AMC 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. AMC 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 assignment engagements; 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.

12. 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 AMC 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 AMC, and
• satisfies the Competency Rule of the USPAP, if Vendor is an appraiser and the service is appraisal practice.

13. Compensation by AMC to Vendor. Since AMC will pay Vendor, Vendor will not invoice or collect funds from the lender or other parties. AMC may require Vendor to furnish tax- or government- related documents at any time, and Vendor agrees to furnish such document(s) to AMC. Fees for individual assignments will be disclosed and agreed upon at the time of engagement. Following the date Vendor delivers to AMC the final completed report that meets requirements of the engagement, payment will be made to Vendor within a timeframe of 30 days or within a timeframe required or allowed by regulation, whichever timeframe is longer. In cases of breach of contract or substandard performance, AMC may refuse to pay Vendor for service. 

14. Independent Contractor Vendor. 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, AMC, or any client of AMC.

15. AMC State Registration. AMC’s current state AMC license number is found on each engagement request.

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

18. Acceptance. AMC’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 indicates acceptance of this Agreement.

19. 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.

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

This Agreement is executed via physical or electronic signature below or via electronic website/portal acknowledgement.

by Equity Solutions, USA and

by Vendor below