Appraisal Management Service Agreement
This Appraisal Management Service Agreement (the “Agreement”), by and between SettlementOne Valuation Corporation (“SettlementOne”) and the undersigned entity (the “Client”) shall be effective as of the date it is signed below and shall remain in full force and effect as outlined by the terms contained herein. Client hereby warrants and represents that it is in the business of mortgage lending and that it desires to enter into a contract for service with SettlementOne for the purpose of subscribing to SettlementOne’s real estate appraisal management services (hereinafter referred to as the “Services”). SettlementOne hereby certifies that it is in the business of providing the Services to its mortgage lending customers through its nationwide network of affiliated appraisers.
Scope of Services
SettlementOne shall provide Client with an appraisal order gateway for submission of new appraisal orders for fulfillment by SettlementOne’s network of affiliated appraisers. SettlementOne shall be responsible for all communication and coordination efforts relating to each appraisal order placed by Client and shall act as the intermediary between Client’s borrower and the selected appraiser. SettlementOne shall be solely responsible for the selection of the end line appraiser by which each order shall be fulfilled. SettlementOne shall further perform a desktop quality control review for recognition and correction of any errors and inconsistencies on each completed appraisal report prior to delivery of such appraisal reports to Client. In addition, based on Client’s option as reflected on Exhibit A attached hereto, SettlementOne shall also provide a thorough quality control test of a randomly selected ten percent (10%) of Client’s monthly appraisal orders made through SettlementOne, as required by the Home Valuation Code of Conduct. SettlementOne shall provide Client with a detailed report of such quality control test for each selected appraisal as well as a quarterly report of all quality control tests conducted and a summary of the findings for Client’s review and reporting to the Independent Valuation Protection Institute.
SettlementOne Certifications
SettlementOne hereby certifies that it shall, at all times during the effective term of this Agreement, ensure it maintains the necessary processes and procedures to facilitate Client’s compliance with the requirements of the Home Valuation Code of Conduct (“HVCC”) for all appraisal orders placed for fulfillment with SettlementOne’s National Appraisal Division. However, Client hereby certifies that it understands such compliance may be deemed ineffective should Client, its employees, representatives and/or agents, fail to maintain proper adherence to the terms of the HVCC and that in such instances, SettlementOne makes no certification, warranty or representation of Client’s compliance with such requirements. Based on the foregoing, Client hereby certifies that it shall maintain adequate policies and procedures to ensure its employees, representatives and/or agents maintain full compliance with the terms of the HVCC on all orders placed through SettlementOne for fulfillment. SettlementOne certifies that it shall maintain a written set of policies and procedures which, in part, outline its requirements toward maintaining appraiser independence as described in the HVCC. Each of SettlementOne’s National Appraisal Division staff members are adequately oriented to the requirements of the HVCC as well as any requirements set forth by other applicable regulatory agencies governing residential property valuation guidelines. Staff members also receive ongoing training on compliance with such requirements and any varying interpretations thereof. SettlementOne further certifies that, throughout the active term of this Agreement, it shall further ensure it maintains all policies and procedures necessary to track, report and subsequently discipline any individual who violates any term of its policies and procedures and/or any provision of the HVCC, as amended. Client understands that the regulatory environment changes rapidly, and SettlementOne may be required to update procedures and practices from time to time, as such SettlementOne agrees to provide written notification of changes. Client may opt to submit a panel of approved appraisers in adherence with the terms of the HVCC to be credentialed by SettlementOne for inclusion in a blind rotation for order assignment. SettlementOne will program such appraisers and if preferred by client add in additional appraisers to create the “Client Panel”. Client may also opt to use SettlementOne’s appraisal panel, such panel will be referred to as “Settlement Approved Appraiser Panel”.
Pricing
Client agrees to pay for all Services ordered in accordance with SettlementOne’s pricing in effect from time to time. Client understands that appraisal orders that are abnormally complex or that may require greater than normal travel distances may require an extra fee. In such cases SettlementOne agrees to notify Client and receive approval for the increased fee. An account is delinquent if not paid in full within thirty (30) days after the billing statement date. Client agrees to pay a late charge of one and one-half percent (1.5%) or ten dollars ($10.00), whichever is greater, per month on the delinquent account until paid in full. Fees are not refundable. SettlementOne may suspend or terminate access to the appraisal order gateway and shall cease to provide appraisal services hereunder until amounts owed by Client have been paid in full.
Term
Client hereby agrees to utilize the Services for an evaluation period of sixty (60) days from the effective date of this Agreement. Unless Client provides written notification to SettlementOne of its intent to cancel this Agreement prior to the expiration of the evaluation period, Client hereby agrees to use SettlementOne as its primary provider of the Services for a period of two (2) years following the expiration of such evaluation period. Upon expiration of the initial term, the term shall automatically renew and continue in full force and effect for successive periods of one (1) year thereafter unless Client provides notice in writing to SettlementOne no less than sixty (60) days prior to the renewal date of its intent to terminate the Agreement. SettlementOne reserves the right to immediately terminate this Agreement in the event that SettlementOne determines, in its sole discretion, that any part of this agreement or vendor/vendee relationship is in violation of any law. No verbal agreements and/or representations shall take precedence over the requirements of this section.
Indemnification
Client shall indemnify and hold harmless SettlementOne, its affiliated corporations, all officers, directors, agents and employees from and against any and all liability, losses, claims, damages, and expenses caused by any service interruption and but not limited to, attorney fees and court costs arising from or in any way connected with any breach by Client of any representation, warranty, covenant, or agreement herein including, without limitation any improper publication or disclosure or other misuse of any actions by any subject or any other third party in connection with the Services. SettlementOne may cease providing the Services at will. Client understands that the accuracy of each appraisal shall be based on the originating appraiser’s independent and uninfluenced evaluation of the subject property and comparable market data available at the time of placement of the appraisal order. As a result, Client understands that SettlementOne makes no representations or warranties, nor does it have any influence over, the overall accuracy of the resulting appraised value.
Gramm-Leach-Bliley Privacy Notice
SettlementOne recognizes its obligation to keep Client’s information secure and confidential, and certifies its compliance with the Gramm-Leach-Bliley Act to protect Client’s nonpublic information. SettlementOne’s collection of nonpublic information includes information Client supplies for the ordering of appraisals through SettlementOne’s online platform and, any information authorized by Client to collect. SettlementOne does not disclose any of the above-described information about current and former customers to any third parties except as required by law, and/or if authorized by a customer. SettlementOne has established internal policies and procedures that clearly outline the proper handling and maintenance of Client’s nonpublic information. This includes 1) Use of physical, electronic, and procedural controls, including physically secured areas and computer access controls, 2) assessment of systems’ integrity through auditing, monitoring and data management processes, 3) policies directing and limiting access of Client’s information, and 4) continual employee training on proper safety protocol in handling Client information.
Enforcement Of Agreement
Client shall pay all attorney fees, court costs, alternative dispute resolution fees, and collection costs incurred by SettlementOne for collecting any delinquent account hereunder, whether or not litigation is instituted. In cases where Client’s account is referred to collection, Client shall also lose the benefit of any previously applied discounts and shall pay SettlementOne its prevailing retail rates then in effect for the Services received by Client. The foregoing shall be in addition to any other recovery to which the prevailing party is entitled shall be paid. Client further agrees to pay for additional services requested and received through SettlementOne whether or not expressly described by this Agreement. Pricing for such services will be outlined in the fee schedule published from time to time.
Notices
The waiver of one party of any covenant, condition, obligation, representation warranty or promise in this agreement shall not invalidate this Agreement or be deemed a waiver by such party of any other covenant, condition, obligation, representation, warranty or promise. The waiver by a party of the time for performing any act or condition hereunder does not constitute a waiver of the act or condition itself. The rights and remedies provided by each of the parties herein shall be cumulative and in addition to any other rights and remedies provided by law or contract. This Agreement may not be changed orally, but only by written notification by SettlementOne. If any provision of this Agreement adjudged illegal or invalid by a court of competent jurisdiction, such judgment shall not invalidate the remainder of the Agreement, which shall remain in full force and effect. All terms will be enforced to the greatest extent allowed by law. All exhibits attached to this Agreement are incorporated herein and constitute an integral part hereof. Client shall not assign its rights or obligations under this Agreement without the prior written consent of SettlementOne. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. This Agreement will be governed by and construed in accordance with the laws of the state of California, without giving effect to its conflicts of laws provisions. The parties to this Agreement consent to the exclusive jurisdiction and venue of the courts and alternative dispute forums located within San Diego County, California, consent to service of process delivered therein, and waive any right to challenge such jurisdiction or venue. SettlementOne may immediately terminate this Agreement upon notice to Client upon Client’s breach of any provision of this Agreement.
SettlementOne
2605 Camino Del Rio South, Suite 400
San Diego, CA 92116
Phone: 1.800.340.2009
Attention: Will Dillard
General
The waiver of one party of any covenant, condition, obligation, representation warranty or promise in this agreement shall not invalidate this Agreement or be deemed a waiver by such party of any other covenant, condition, obligation, representation, warranty or promise. The waiver by a party of the time for performing any act or condition hereunder does not constitute a waiver of the act or condition itself. The rights and remedies provided by each of the parties herein shall be cumulative and in addition to any other rights and remedies provided by law or contract. This Agreement may not be changed orally, but only by written notification by SettlementOne. If any provision of this Agreement adjudged illegal or invalid by a court of competent jurisdiction, such judgment shall not invalidate the remainder of the Agreement, which shall remain in full force and effect. All terms will be enforced to the greatest extent allowed by law. All exhibits attached to this Agreement are incorporated herein and constitute an integral part hereof. Client shall not assign its rights or obligations under this Agreement without the prior written consent of SettlementOne. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. This Agreement will be governed by and construed in accordance with the laws of the state of California, without giving effect to its conflicts of laws provisions. The parties to this Agreement consent to the exclusive jurisdiction and venue of the courts and alternative dispute forums located within San Diego County, California, consent to service of process delivered therein, and waive any right to challenge such jurisdiction or venue. SettlementOne may immediately terminate this Agreement upon notice to Client upon Client’s breach of any provision of this Agreement.