Master Engagement Agreement for Valuation Services
Parties:
This Agreement is made between
Veritas Valuations, Inc. 2600 Ring Road, Suite 105, Elizabethtown, KY 42701 ("Veritas Valuations"), and
the appraiser who acknowledges the Agreement below (“Appraiser”)
on the executed date below (“effective date”).
1. Valuation Services. Veritas Valuations from time to time may request services to perform described in a subsequent separate request, order, engagement form, or other similar written manner of engaging the services of under the terms and conditions of this Agreement and under the terms and conditions of the individual engagements.
2. Veritas Valuations Services. Veritas Valuations, Inc., is a valuation services company specializing in providing commercial valuation services.
3. Valuation Professional. Valuer warrants and represents that the valuer (and as applicable, assistants and subcontractors of Valuer) have the ability, experience, and required and appropriate licenses, permits, and certifications to perform services related to this Agreement and individual engagements of services. Veritas Valuations may require Valuer to furnish proof of applicable licenses at any time. Valuer agrees to report to Veritas Valuations any revocation, cancellation, non-renewal, voluntary forfeiture, lawsuit against or other similar actions related to licenses that limit or reflect on the ability to perform valuation services in any State, district, or territory, and agrees to report to Veritas Valuations actions by other entities, including without limitation GSEs, HUD, FHA, and lenders, that limit ability to perform valuation services for lending related purposes. Such reporting by Valuer must be in writing to Veritas Valuations upon discovery or knowledge of.
4. Information Provided. The Valuer certifies that information communicated by Valuer regarding coverage areas and geographic competence, product knowledge and competence, experience, work samples, qualifications, licensure, and all other information provided to Veritas Valuations on Appraiser’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, Valuer (and as applicable, assistants and subcontractors of Valuer) will comply with and perform appraisal assignments in accordance with the 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 to Valuer. Evaluations will be conformed in conformance with Interagency Evaluation and Appraisal Guidelines.
6. Background Checks. Veritas Valuations may require Valuer to submit criminal background checks, drug screenings, and/or credit checks in accordance with applicable laws.
7. Performance of Services. Services under this Agreement must be performed by Valuer or assistants supervised by Valuer within the limits of laws and the USPAP, as applicable. Valuer may not subcontract assignments without express prior written permission from Veritas Valuations. Valuer is not prohibited from retaining secretarial, clerical, or data-entry personnel.
8. Code of Conduct and Professionalism. In all cases when performing services, Valuer (and as applicable, assistants and subcontractors of Appraiser) 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. Valuer indemnifies Veritas Valuations for the acts or omissions of Valuer only. Valuer will hold harmless and indemnify Veritas Valuations, its directors, officers, employees, agents, and representatives, and any client of Veritas Valuations 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 Valuer only, related to this Agreement, including without limitation non-compliance with applicable laws and regulations. Valuer is not responsible for acts or omissions of Veritas Valuations or a Veritas Valuations client.
10. Confidentiality.
1. Information may be provided to Valuer that is “Confidential Information”, which is information that is proprietary, private, or confidential to Veritas Valuations or its clients including but not limited to non-public personal information related to consumer and/or customers of Veritas Valuations’s clients. Confidential Information is not information that is otherwise available to the public, was already known by Valuer (with written evidence) at the time of disclosure of that information, was or becomes available to Valuer from a source other than the owner if the source would normally be legally allowed to share the information, or Valuer independently develops the information.
2. Valuer 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. Valuer 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.
1. Valuer shall at all times under this Agreement maintain professional liability insurance (aka, E & O Insurance) covering damages arising from the services delivered by Valuer under this Agreement. Appraiser’s E & O Insurance shall have a minimum liability limit of $1,000,000 per claim and $2,000,000 in aggregate for all claims (or the per-claim and aggregate limits required by law, whichever are greater), 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. Under this Agreement, Valuer will have the E & O Insurance provider provide a certificate of insurance coverage evidencing Valuer's current E & O Insurance and providing for 30 days advance notice of cancellation or termination to Veritas Valuations.
3. Valuer may change insurance carriers, but must keep prior acts or retroactive coverage covering the dates under which services were provided to Veritas Valuations.
4. Valuer must maintain coverage or have extended reporting period coverage (or “tail coverage”) for a period of 3 years after Valuer's last service for Veritas Valuations.
12. Termination. Veritas Valuations and Valuer have the right to terminate this Agreement at any time with written notice. In the event of termination, Veritas Valuations will be liable to Valuer 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. Veritas Valuations may terminate this Agreement and consequently not select Valuer for future engagement if Appraiser fails to meet any terms of this Agreement (or individual assignment engagements); in such cases, Veritas Valuations will provide written notice to Valuer, identifying the reasoning and describing a rebuttal process.
13. Competency. By accepting this written Agreement, Appraiser certifies that Valuer satisfies the Competency Rule of the USPAP or applicable regulations for Evaluations and will ensure and certify for each assignment accepted that Valuer
- is competent in valuing 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 Veritas Valuations if Appraiser later determines he or she is not competent, and
- is aware that misrepresenting his or her competence may be subject to mandatory reporting by Veritas Valuations.
14. Compensation. Fees for individual assignments will be disclosed and agreed upon at the time of engagement. Payment will be made to Valuer when payment is received by Veritas or within 60 sixty days after Valuer delivers to Veritas Valuations the final completed appraisal or evaluation report that meets requirements of the engagement (or as required by law or rule, whichever is longer). Since Veritas Valuations will pay Valuer, Valuer will not invoice or collect funds from the lender or other parties. THIS SECTION 14 DOES NOT APPLY TO EMPLOYEE-APPRAISERS OF VERITAS VALUATIONS; SEPARATE PAYMENT ARRANGEMENTS ARE DOCUMENTED FOR EMPLOYEES.
15. Independent Contractor. Valuer 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 Valuer, Veritas Valuations, or any client of Veritas Valuations. THIS SECTION 15 DOES NOT APPLY TO EMPLOYEE-VALUERS OF VERITAS VALUATIONS (A VALUER IS AN EMPLOYEE-VALUER ONLY IF OTHER SEPARATE DOCUMENTATION HAS BEEN AGREED TO BY THE VALUER AND VERITAS VALUATIONS).
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. Veritas Valuations’s delivery of a request for Valuer to perform services as described in a separate request, order, engagement form, or other similar manner of engaging the services of Appraiser after the effective date by Veritas Valuations indicates Valuer’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 Kentucky.
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 Valuer and Veritas Valuations, via physical or electronic signature below or via electronic website/portal acknowledgement.