Memorandum of Understanding

This Memorandum of Understanding (“MOU”) is made to set forth the terms upon which Ascribe, a division of Trident Services, LLC (“Service Provider”), having offices located at 400 North Tustin Ave. Suite 410, Santa Ana, CA 92705, shall provide _____ (“Client”), having offices located at _____ with valuation services (the “Services”) as defined and set forth herein. Service Provider and Client may be referred to herein individually as “Party,” or collectively as the “Parties”.

I.        Purpose

The purpose of this MOU is to identify the roles and responsibilities of each Party as they relate to residential or commercial real estate property valuation services (the “Services”).

II.       Background

Whereas Service Provider is a national real estate property valuation service provider and licensed Appraisal Management Company (AMC) and; whereas Client requires valuation Services from time to time.

III.     Confidentiality

Either Party hereto may disclose to the other party certain information deemed to be proprietary, confidential or trade secrets (“Confidential Information”).  The Parties acknowledge and understand that Confidential Information must be protected from improper disclosure.  In consideration for the disclosure of the Confidential Information, the Parties will not at any time or in any manner, either directly or indirectly, use any Confidential Information for individual benefit and will not divulge, disclose, or communicate in any manner any Confidential Information to any third party without the prior written consent of the disclosing Party, whose consent will not be unreasonably withheld.  The Parties agree to protect Confidential Information and treat it as strictly confidential.  A violation of this paragraph shall be a material violation of this MOU, except where Confidential Information must be disclosed to allow Service Provider to deliver the Services contemplated under this MOU.

IV.   Responsibilities under this MOU

A.      Client acknowledges the following:

• Service Provider will not process the Order or complete the Services until payment in full is submitted
• All credit card charges are non-refundable
• Services are not contingent upon final estimated value or the closing of a loan
• The credit card will be charged for the total product fee. If the total product fee needs to be adjusted, Service Provider will obtain Client approval prior to proceeding
• If payment is made with a consumer’s credit card, Client attests that it has written authorization from the consumer approving the use of the consumer’s credit card for payment of Services
• If the credit card payment is disputed by the consumer, Client is responsible for prompt payment to Service Provider for Services rendered, plus a $15 chargeback fee

B.    Client agrees to:

• Provide Service Provider with any specific underwriting requirements regarding real property appraisals or other property valuations applicable to Client’s line of business
• Input each new service order request (“Order”) via Service Provider’s secure client portal or via a bulk order spreadsheet emailed securely to Service Provider’s designated representative
• Supply the minimum required fields for Service Provider to initiate an Order in its system. Any request that does not contain the minimum required fields may be put on hold or cancelled.
  • Appropriate subject property address, city, state and zip code
  • Appropriate contact information (name(s) and phone number(s)) to access the interior of the applicable property, when necessary
  • Any additional information as required to identify/locate and/or access the subject property
  • Any additional information as required to allow Service Provider to expeditiously and accurately complete the Order
• Communicate directly with Service Provider regarding any questions or disputes regarding the completed valuation Services
• Pay for the Services using a credit/debit card or eCheck at the time of Order placement
  
  
• Any additional information as required to allow Service Provider to expeditiously and accurately complete the Order
• Comply with all applicable Federal and State laws, regulations, and industry guidelines, including but not limited to Appraiser Independence Requirements, the Truth in Lending Act, the Real Estate Settlement Procedures Act, and fair lending laws and regulations.

C.    Service Provider agrees to:

• Provide Client with a login and password to Service Provider’s secure client portal
• Contract with a licensed/certified real estate appraiser or agent (for non-appraisal products) local to the subject property
• Review each valuation Order referred by Client to comply with applicable Federal, State, industry and identified Client underwriting requirements
• Update Client with account status through Service Provider’s secure client portal or via other secure electronic means
• Make the completed valuation available to Client on Service Provider’s secure client portal or deliver via secure electronic means as may be requested by Client and deemed acceptable to Service Provider

V.     Tacit Agreement

This MOU shall be effective upon confirmed electronic delivery to Client’s representative.

VI.   Agreement of Terms

It is mutually understood and agreed by and between the Parties that the term of this MOU shall be for a one (1) year period (“Initial Term”) and thereafter will automatically renew for successive one (1) year terms (each a “Successor Term”), unless either Party delivers a written notice to the other Party at the other Party’s physical address least sixty (60) days prior to the conclusion of the then current Initial Term or Successor Term.

In the event the Parties enter into a Master Services Agreement (MSA), said MSA will supersede and replace this MOU.

Any modifications to this MOU shall be in writing and agreed to by both parties.

VII.  Signatures

The undersigned Parties have caused this Memorandum of Understanding to be executed by their respective duly authorized representatives. This MOU may be executed in any number of multiple counterparts, all of which shall constitute but one and the same original.  A signature on a copy of this MOU received by either Party by facsimile or portable document format (.pdf) is binding upon the other Party as an original.  The Parties shall treat a photocopy of such facsimile as a duplicate original. The Parties agree that an electronic signature process is acceptable and binding.

Valuation Services Agreement

This Valuation Services Agreement (the “Agreement”) is made of [date] (the "Effective Date") by and between Ascribe, a division of Trident Services, LLC ("Provider"), having offices located at 400 North Tustin Ave. Suite 410, Santa Ana, CA 92705, and _____ (“Broker”), having offices located at _____. Provider and Broker may be referred to herein individually as “Party,” or collectively as the “Parties”.

Whereas Broker is in the business of brokering residential mortgage loans, in connection with which it must obtain an appraisal of the collateral real property on behalf of clients of the AMC (each such client referred to as “Client” herein) to support the underwriting of the loan.

Whereas, Provider, as an appraisal management company, is in the business of providing real estate property valuation services (the “Services”), as defined and set forth herein, to Client with whom Provider has an agreement providing such services.

Whereas the Parties desire to work together for Broker to utilize Provider to obtain the services that its clients require in order to conduct business. 

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereto agree as follows:

I.        Responsibilities of the Parties

A.  Broker agrees to:

• Input each new service order request (“Request”) via Provider’s secure client portal or via a bulk order spreadsheet emailed securely to Provider’s designated representative
• Supply the minimum required fields for Provider to initiate a Request in its system. Any Request that does not contain the minimum required fields may be put on hold or canceled. The minimum required fields are:
  • Subject property address, city, state and zip code
  • Contact information (name(s)) and phone number(s)) to access the interior of the applicable property, when necessary
  • Any additional information as required to identify/locate and/or access the subject property
  • Any additional information as required to allow Provider to expeditiously and accurately complete the Request
• Communicate with Provider and Client regarding any questions or disputes regarding the completed Services.

B. Provider agrees to:

• Provide Broker with a login and password to Provider’s secure client portal
• Contract with a licensed/certified real estate appraiser or agent (for non-appraisal products) local to the subject property.
• Update Broker and Client with account status through Provider’s secure client portal or via other secure electronic means.
• Make the completed valuation available to Broker and Client on Provider’s secure client portal or deliver such valuation via secure electronic means as may be requested by Client and deemed acceptable to Provider.

II.       Payment

Broker acknowledges that:

• Payment for Services is due at the time of Request and must be made using a credit/debit card or eCheck on Service Provider’s secure client portal / via secure payment link.
• Provider will not process a valuation Requestor otherwise complete the Services until payment in full is submitted.
• All credit card charges are non-refundable
• Provider’s provision of Services is not contingent upon the appraiser or other professional reaching a specified final estimated value, or upon the closing of a loan
• Provider will charge Broker's credit card for the total product fee. If the total product fee needs to be adjusted, Provider will obtain Broker approval prior to proceeding
• If payment is made with a consumer’s credit card, prior to such charge being made Broker will have written authorization from the consumer approving the use of the consumer’s credit card for payment of Services.
• If the credit card payment is disputed by the consumer, Broker is responsible for prompt payment to Provider for Services rendered, plus a $15 chargeback fee.

III.     Confidentiality

Either Party hereto may disclose to the other party certain information deemed to be proprietary, confidential or trade secrets (“Confidential Information”). The Parties acknowledge and understand that Confidential Information must be protected from improper disclosure. In consideration for the disclosure of Confidential Information, the Parties will not at any time or in any manner, either directly or indirectly, use any Confidential Information for individual benefit and will not divulge, disclose, or communicate in any manner any Confidential Information to any third party without the prior written consent of the disclosing Party, whose consent will not be unreasonably withheld. The Parties agree to protect Confidential Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement, except where Confidential Information must be disclosed to allow Provider to deliver the Services contemplated under this Agreement.

IV.   Ownership of Records

All business records and information relating to the business and activities of each Party hereto shall be the property of such Party.

V.     Agreement of Term

The term of this Agreement shall commence on the Effective Date (upon confirmed electronic delivery to Broker’s representative) and shall continue for one (1) year (“Initial Term”).  Thereafter, the Parties agree that this Agreement shall automatically renew for successive one (1) year terms (each a “Successor Term”), unless either Party delivers a written notice to the other Party at the other Party’s physical address least sixty (60) days prior to the conclusion of the then current Initial Term or Successor Term.

VI.   Compliance with Applicable Law

Each Party agrees to comply with all applicable Federal and State laws, regulations, and industry guidelines, including but not limited to the Truth in Lending Act, the Real Estate Settlement Procedures Act, federal and state fair lending laws and regulations, and the Appraiser Independence Requirements, as applicable to their respective performance under this Agreement.

VII.  Further Assurances

The Parties agree to cooperate with one another in good faith in the fulfillment of their respective obligations under this Agreement and to accomplish the intent of this Agreement. Each Party agrees that it shall hereafter execute and deliver such further instruments and do such further acts and things as may be required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.

Any modifications to this Agreement shall be in writing and agreed to by both Parties.

VIII.  Signatures

The undersigned Parties have caused this Valuation Services Agreement to be executed by their respective duly authorized representatives. This Agreement may be executed in any number of multiple counterparts, all of which shall constitute but one and the same original. A signature on a copy of this Agreement received by either Party by facsimile or portable document format (pdf) is binding upon the other Party as an original. The Parties shall treat a photocopy of such facsimile as a duplicate original. The Parties agree that an electronic signature process is acceptable and binding.