MASTER LISTING AGREEMENT

Transcription

1 MASTER LISTING AGREEMENT This Master Listing Agreement ( Agreement ) made as of the day of, 20, by and between Entra Asset Management, LLC, a Texas limited liability company ( Entra ) whose principal place of business is located at 1425 Greenway Drive, Suite 400, Irving, TX 75038, and ( Broker ) whose principal place of business is located at. Whereas, Entra has contracted with various owners and will contract with additional owners in the future ( Owner or Owners ) of certain foreclosed real properties ( Property or Properties ) to manage, prepare for sale, market and sell the Properties on behalf of said Owners; and Whereas, Entra is a licensed real estate broker, licensed to provide certain services and assistance in connection with managing, marketing, listing and selling the Properties; and Whereas, Entra desires to employ Broker, from time to time in Entra s sole discretion, as an agent of Entra and Owners to list and provide specified services in connection with the Properties, to include but not limited to, negotiating short sales, deeds in lieu and other miscellaneous transactions. Each Property assigned to Broker will be specifically identified on a separate Addendum to Master Listing Agreement known as the Listing Referral Form with respect to each such property (an Addendum ). Each Addendum shall be considered a part of and subject to the terms and provisions of this Agreement; and Whereas, Broker has the knowledge and expertise to market and sell real estate in Broker s geographic area of operation; and Whereas, Entra is engaging Broker as an independent contractor and not as an employee of Entra; Now therefore, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Entra, and Broker hereby agree as follows: 1. Listing Properties for Sale. a. At specified times determined by Entra, Entra shall list with Broker certain parcels of real estate for sale. To initiate such listing, Entra will deliver to Broker Entra s Listing Referral Form (listing addendum). Each Listing Referral Form is subject to the terms of this Agreement. To acknowledge acceptance of an assignment and inclusion of the Listing Referral Form and its subject Property listing in this Agreement and that such listing assignment is governed by the terms and provisions of this Agreement, Broker shall execute an Addendum which shall be substantially in the form of the Listing Referral Form attached hereto as Exhibit A. b. Upon acceptance of the specific listing by Broker s execution of the Addendum, Broker shall be the exclusive agent of Entra and Owner with respect to such Property. Notwithstanding the preceding sentence Entra and Owner reserve the right to (i) sell any listed property either at public auction, in a bulk sale transaction or to a private mortgage insurance company or (ii) remove the asset from Entra s inventory. In any such case, no commission will be paid to Broker by Entra under this Agreement or otherwise. If time permits, Broker will be notified in writing by Entra of such circumstance. 2. Term and Cancellation. This Agreement shall commence on the date stated in the introductory paragraph, above, and shall terminate as to any listed Property or all Properties, with or without cause, five (5) days after written notice of cancellation is given by either party to the other party. Any deactivation of an agent shall be made, with or without cause, upon 24 hours written notice of such deactivation given to Broker by Entra. 3. Responsibilities of Broker. Broker hereby agrees to utilize all necessary methods in order to advertise and sell the property assigned by Entra including but not limited to advertisement in publications available in the specific area in which the property is listed, placing a For Sale sign on the property and holding open houses. All such methods shall be carried out in the most expeditious and professional manner as to effectively attract buyers to the Property. Broker shall at all times act in good faith and in the best interest

2 of Entra and Owner. Broker agrees to fully cooperate with any agent who makes contact with Broker with a potential buyer. Broker's specific duties include, but are not limited to: a. Accept Assignment from Entra by execution of an Addendum within 24 hours of initial contact. b. Broker agrees to act as agent of the Seller only and will not act as a dual agent or buyer s agent with respect to any assigned Property unless written consent is given by Entra representative and/or Account Executive assigned to file. c. Broker will provide an office and pager or cell phone number to Entra to ensure that there is no delay in the initial assignment. d. Broker will notify Entra of any time periods during which Broker will be unavailable for assignment before such time period occurs. e. Inspect Property assigned to Broker by Entra within 24 hours of assignment and weekly thereafter, or more often as required to report changes in property status as they occur. Initial inspection shall include, but is not limited to, the following: i. Occupancy; ii. Status of Exterior Lighting; iii. Existence of Hazardous Conditions, including but not limited to: (1) broken glass; (2) trip and fall areas; (3) leaking or worn roof or gutters; (4) unsafe heating, electrical or plumbing conditions; (5) existence of smoke detectors; (6) Existence of potential health or building code violations. iv. Provide Occupancy Status Form within 24 hours of Inspection. (1) If occupied, subject to local rent control or just cause eviction laws or ordinances: a. Post letter for Occupant unless prohibited by local rent control or other tenant protection statutes, laws, rules, regulations or ordinances; HOWEVER, please communicate with Account Executive at all times before posting ANY letter. and/or b. Make contact with Occupants; Again, contact Account Executive before contact is made c. Provide names and phone number(s) for all Occupants. v. Re-key vacant Property within 48 hours, vi. Take interior and exterior photographs of the subject Property within 24 to 48 hours of gaining access to the Property. Photographs should include, but are not limited to, all areas listed above, personal property left behind and trash required to be removed. Broker will also provide a written inventory of such personal items to Entra. vii. Bids for services including but not limited to, trash removal, storage of personal items, repairs, winterization will be provided by a National Property Preservation company. All bids must be provided to Entra and are subject to final approval of Entra. Please notify Entra Rep regarding recommended repairs needed and at times agent will be asked to provide bids for same service. viii. Brokers may be asked to negotiate a Cash for Keys agreement with occupants pursuant to the guidelines and on forms provided by Entra to Broker. Please note direct instructions by your Account Executive will be needed in order to pursue a CFK option with occupant.

3 ix. Assist in the negotiation of short sales provided Entra has instructed Broker with written instructions. x. Set thermostats at 55 throughout the winter months and 78 degrees throughout the summer months. Broker shall notify Entra if winterization is needed at least 30 days prior to freezing temperatures unless notified in writing by Entra that such service is provided by a National Property Preservation company. Broker is responsible for ensuring that the Property is properly winterized according to HUD guidelines. xi. Provide invoices to Entra for approved work immediately upon receipt. Invoices must include the contractor's Tax ID # and the property address. Invoices must be accompanied by a Waiver of Contractor's Lien if not already provided. Any invoice not submitted within 30 days from completion of work or as otherwise specified by Entra in writing, which time may vary from Owner to Owner, will become the expense of Broker, including final utility bills not received within the time specified by Entra. In the event Broker receives payment on an invoice or final utility bill submitted after the time periods described above, Entra shall have the right to seek reimbursement of such payments, or, at its option, to offset the amount of such payments against any future invoices or any final utility bills submitted for processing into Invoice Management. xii. Submit Status Reports on Entra forms to be received by Entra on a date specified by Entra, which time may vary from Owner to Owner. Failure to submit Monthly Status Reports in a timely manner will constitute grounds for termination of a listing and/or affect the decision to send future referrals to Broker. xiii. Submit a Broker's Price Opinion ( BPO ) on Entra's BPO form (RIO) within three (3) days of access. The BPO must include, but is not limited to: (1) As-Is, Repaired and Quick Sale values. (2) Interior and exterior photographs, including photos of major living areas, a concentration of any necessary repairs, exterior front, street scene and exterior back. (3) Areas in need of repairs and estimated repair costs. (4) Three or four (depending upon Owner s requirements) sold comparables within 1 mile of subject Property and within 12 months time period. If comparables within these parameters are not available, explanation must be given for variances. (5) Active comparables within one mile of subject property. If comparables within these parameters are not available, explanation must be given for variances. (6) Recommend inspections. (7) Neighborhood information, including but not limited to property values, average marketing time, new construction information, current number of listings in the area and housing supply. (8) HOA information, including but not limited to name of the HOA, name of the property management company, address to which HOA payments are to be made, phone number, fax number and statement with any delinquent HOA balance and the amount of ongoing payments. If Broker fails to provide such information, and Owner incurs late fees or loses a Property due to an HOA foreclosure, Broker will be responsible for all losses, costs, fees and expenses, including, without limitation, attorneys fees. (9) Marketing information, including but not limited to suggested listing price, special assessments, functional/economic obsolescence and description of personal property.

4 (10) Obtain bids only from licensed, insured and bonded contractors. Broker will proceed with repairs only when given approval by Entra. Broker agrees to monitor the work so that it is performed in a workmanlike manner within a reasonable period of time. Expenditures for repairs not authorized by Entra will not be reimbursed. (11) Provide photographs of repair areas both before the work is commenced and after the work is completed. (12) In the event of an emergency and after diligent effort by Broker to reach Entra, the Broker is authorized to take any prudent actions to maintain essential services, to prevent personal injury, loss of life or significant damage to property. Broker agrees to notify Entra within 24 hours of such actions. (13) Notify Entra of all known hazardous and/or environmental conditions and material defects affecting the property, which would require disclosure. Broker agrees to disclose same to all potential buyers in writing and such disclosure shall become part of the sales agreement. (14) Broker shall monitor the Property for code violations to prevent occurrence. If a code violation occurs, Broker shall rectify the condition issue, pay the violation fine and submit invoices for reimbursement through Invoice Management. (15) Broker shall register any vacant Property with local municipalities according to local ordinances, if requested by Entra. Broker shall be responsible for all fines incurred to failure to register a Property as required by applicable authority or other non-compliance. (16) Perform such other Owner specific responsibilities and tasks as Entra may, from time to time, instruct Broker in writing to perform. 4. Offers. Broker agrees to inform Entra of any offer on the subject property within 24 hours of receipt of said offer on Entra's Offer Summary Form (RIO) Broker further agrees to inform prospective buyers that Entra reserves the right to accept or reject any and all offers, to waive any technical or formal defects or any informality in the offers, to recommend the acceptance of an offer other than the highest offer, or to negotiate further with one or more prospective buyers in its sole and absolute discretion. Offers are not deemed accepted until the Contract of Sale has been duly executed by both parties to the transaction. Broker will have original contracts signed by the buyer and returned to Entra according to guidelines specified by Entra which may vary from Owner to Owner. 5. Commissions/Referral Fees. Except as designated in an Addendum or separate written agreement between Entra and Broker, Entra agrees to pay Broker a sales commission for any consummated sale resulting from an accepted written offer. a. The amount of the commission will be set forth in the Listing Referral Form. The Commission is payable at the time of closing. The commission is not deemed payable until the title has passed to Buyer and the purchase price has been paid in full. b. Broker agrees to pay Entra out of and from the Commission a referral fee for each current or future listing that is assigned directly from Entra to Broker. Said referral fee shall be based on the percentage of the listing side of the commission specified in each Addendum executed for each assignment accepted by Broker. This referral fee will be made payable directly to Entra on the HUD-1 settlement statement at closing and disbursed by the settlement agent directly to Entra. The obligation for payment of this referral fee shall survive any transfer of servicing or ownership of the asset and shall be payable to Entra only.

5 c. Sales contracts submitted pursuant to an accepted offer shall state that commissions are to be paid only to the agents/brokers named therein. No payments of commissions will be made which are contrary to local laws. Commissions will only be paid to licensed real estate brokers/agents qualified to do business in the state in which the property is located. 6. Correspondence and Communication. All communication and correspondence regarding this Agreement or any Property shall be to Entra only and not to Owner. Any direct contact or communication by Broker with an Owner, unless approved by Entra, will constitute grounds for termination of this Agreement and termination of a listing. Broker is prohibited from executing any documents in the name of or on behalf of Owner or Entra. 7. Notices. All notices, requests, consents, and other communications hereunder to any Party shall be deemed to be sufficient if contained in a written instrument delivered in person or by facsimile, a nationally recognized overnight courier, or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such Party at the address set forth below or such other address as may hereafter be designated in writing by such Party to the other Party: Entra: Entra Asset Management, LLC 1425 Greenway Drive, Suite 400 Irving TX Attn: The President Telephone: Facsimile: With a copy to: Entra Asset Management, LLC 314 S Franklin Street Titusville PA Attn: Controller Phone: Broker: Attn: Telephone: Facsimile: All such notices, requests, consents and other communications shall be deemed to have been given when received. 8. Identification of Broker Relationship. Relatives, agents, employees, subcontractors, or any person affiliated with Broker are prohibited from purchasing a Property subject to this Agreement, unless Entra has been informed of and approves said relationship prior to negotiating an offer. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and any prior agreements pertaining hereto, whether oral or written, have been merged and integrated into this Agreement, provided, however, that nothing contained herein

6 shall prohibit Broker or Entra, on behalf of Owner, from entering into additional agreements for the performance of services not covered by this Agreement. There shall be no alterations or modifications to the within Agreement without a subsequent written agreement between the parties hereto. Any terms to this Agreement supersede any required promulgated MLS listing. 10. Indemnification. The Broker agrees that Broker will indemnify, defend and hold harmless Entra, its officers, directors, employees, agents, assigns and affiliates, from all expenses, losses, costs, liabilities, claims, suits and damages (including but not limited to reasonable attorneys' fees and expenses) alleged, incurred or suffered by Entra arising from, in connection with or as a result of (a) any false or inaccurate representations or warranties made by the Broker in or pursuant to this Agreement, (b) any default or breach in Broker's performance of any of the covenants or agreements made in this Agreement or (c) any and all claims for payment by any third parties engaged by Broker to perform or provided services in connection with a Property which are not authorized or reimbursable under this Agreement. In any action, proceeding or arbitration arising out of this agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs. 11. Representations and Warranties. a. Broker hereby represents and warrants to Entra that: i. Broker has the knowledge and expertise to market and sell real estate in the locations provided by Broker to Entra. ii. Broker is a participant in the local Multiple Listing Service ( MLS ) and all of Property listing information will be transmitted to the MLS for publication. iii. Broker is validly existing, in good standing and qualified to do business under the laws of the state in which it is organized. iv. Broker is duly licensed to perform the services under this Agreement in each state where a Property is located and Broker accepts an assignment and listing. v. Broker shall comply with all applicable federal, state and local laws and regulations relevant to the services performed. vi. Any documents given to owner/occupant must be given to broker directly from Entra Representative and/or Account Executive b. Entra hereby represents and warrants to Broker that: i. Owners have acquired the Properties either as a result of foreclosure proceedings or by acceptance of a deed in lieu of foreclosure or otherwise from or through a foreclosing lender. Owner and Entra are unaware of the condition of the Properties and make no representations or warranties, express or implied, as to the condition or habitability of the Properties or the presence of any hazardous substances on the Properties assigned to Broker. The list prices determined may reflect deferred maintenance. ii. Neither Owner nor Entra has occupied the Property and neither warrants nor represents that the Property or any additions or alterations made to the Property conform to local building codes, zoning requirements or any other applicable laws, rules or regulations. 12. Audit. Broker agrees to permit Entra or its representatives to examine and audit Broker s records with respect to any listing covered by this Agreement at all reasonable times and upon commercially reasonable notice. This Section shall survive termination of this Agreement. 13. Non-Discrimination. Broker hereby understands and agrees that it is unlawful to discriminate on the basis of race, color, creed, sex, national origin or marital status. 14. Assignment. Broker may not assign any rights, duties or obligations under this Agreement without Entra's prior written consent.

7 15. Governing Law. This Agreement is made under the laws of the State of Texas and any disputes arising from or relating to this Agreement shall be governed by the laws of the State of Texas. 16. Broker Conflict of Interest Avoidance. Broker acknowledges and agrees that any time Broker is obtaining a bid for services (whether for repairs, winterization, securitization or otherwise), Broker shall not obtain a bid from any individual, partnership, company or other entity in which Broker or any of Broker s principals or any relatives owns an interest unless such ownership interest has been disclosed in writing to and approved by Entra. Broker acknowledges that Entra has informed Broker that such ownership interest in such bidding entity is considered by Entra to present a conflict of interest which Entra desires to avoid without adequate disclosure prior to its review of and determination to approve the bid of such entity. In Witness Whereof, the Parties hereto have executed this Agreement as of the date shown in the preamble above. Entra Asset Management, LLC By: Name: Title: [Broker Name] By: Name: Title: Entra Vendor #: