MASTER LISTING AGREEMENT
This Master Listing Agreement (“Agreement”) made as of the ____ day of _________,
2009, by and between ServiceLink Asset Management Solutions, LLC, a Pennsylvania limited
liability company, AssetLink, L.P., a Colorado limited partnership, (collectively “AssetLink”)
whose principal place of business is located at 4720 Independence Street, Suite 140, Wheat
Ridge, CO 80033 and _______________________ [Broker Name] (“Broker”) whose principal
place of business is located at _________________.
Whereas, ServiceLink Asset Management Solutions, LLC 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, ServiceLink Asset Management Solutions, LLC has engaged AssetLink, L.P., a
licensed real estate broker, to provide certain services and assistance in connection with
managing, marketing, listing and selling the Properties; and
Whereas, AssetLink desires to employ Broker, from time to time in AssetLink’s sole
discretion, as an agent of AssetLink and Owners to list and provide specified services in
connection with the Properties. 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, AssetLink is engaging Broker as an independent contractor and not as an
employee of AssetLink;
Now therefore, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, AssetLink and
Broker hereby agree as follows:
1. Listing Properties for Sale.
a. At specified times determined by AssetLink, AssetLink shall list with Broker
certain parcels of real estate for sale. To initiate such listing, AssetLink will
deliver to Broker AssetLink’s Listing Referral Form. 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 AssetLink and Owner with respect to such
Property. Notwithstanding the preceding sentence AssetLink 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 AssetLink’s inventory. In any such case, no commission will be paid to
Broker by AssetLink under this Agreement or otherwise. If time permits, Broker
will be notified in writing by AssetLink 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
3. Responsibilities of Broker. Broker hereby agrees to utilize all necessary methods in order
to advertise and sell the property assigned by AssetLink 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
of AssetLink 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
a. Accept Assignment from AssetLink 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.
c. Broker will provide an office and pager or cell phone number to AssetLink to
ensure that there is no delay in the initial assignment.
d. Broker will notify AssetLink of any time periods during which Broker will be
unavailable for assignment before such time period occurs.
e. Inspect Property assigned to Broker by AssetLink within 24 hours of receipt of
Property Referral Form 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:
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. Complete AssetLink’s Occupancy Status Form within 24 hours of
1. If occupied, subject to local rent control or just cause eviction laws
a. Post letter for Occupant unless prohibited by local rent
control or other tenant protection statutes, laws, rules,
regulations or ordinances; and/or
b. Make contact with Occupants;
c. Provide names and phone number(s) for all Occupants.
v. Complete AssetLink’s Property Status Report within 48 hours of
Inspection commenting on all areas designated on the form.
vi. Re-key vacant Property within 48 hours, unless otherwise notified by
AssetLink that such services will be provided by a National Property
vii. 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 AssetLink. AssetLink’s Inventory
Report shall be signed by a witness to the items.
viii. Obtain bids for services including but not limited to, trash removal,
storage of personal items, repairs, winterization and securitization unless
otherwise notified in writing by AssetLink that such services will be
provided by a National Property Preservation company. All bids must be
provided to AssetLink and are subject to final approval of AssetLink.
ix. Attempt to negotiate a Cash for Keys agreement with occupants pursuant
to the guidelines and on forms provided by AssetLink to Broker.
x. Set thermostats at 55° throughout the winter months and 78° degrees
throughout the summer months. Broker shall have a licensed and bonded
plumber winterize the property upon bid approval by AssetLink, at least
30 days prior to freezing temperatures unless notified in writing by
AssetLink 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 AssetLink through AssetLink’s current invoice
payment system of record received 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 AssetLink 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 AssetLink. In the event Broker receives payment on an invoice or final
utility bill submitted after the time periods described above, AssetLink
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
xii. Submit Status Reports on AssetLink forms to be received by AssetLink on
a date specified by AssetLink, 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 AssetLink's BPO form,
within three (3) days of access. The BPO must include, but is not limited
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. Repair bids
must be submitted to AssetLink within 7 days of request on
AssetLink's Repair Bid Form. The number of repair bids will vary
by client. AssetLink must agree in advance for any fees charged by
contractors for bids or as otherwise directed by Owner.
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.
10. Obtain bids only from licensed, insured and bonded contractors.
Broker will proceed with repairs only when given approval by
AssetLink. 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 AssetLink 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 AssetLink, 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 AssetLink within 24 hours of such actions.
13. Notify AssetLink 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 AssetLink. Broker
shall be responsible for all fines incurred to failure to register a
Property as required by applicable authority or other non-
16. Perform such other Owner specific responsibilities and tasks as
AssetLink may, from time to time, instruct Broker in writing to
4. Offers. Broker agrees to inform AssetLink of any offer on the subject property within 24
hours of receipt of said offer on AssetLink's Offer Summary Form. Broker further agrees
to inform prospective buyers that AssetLink 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
AssetLink according to guidelines specified by Asset Link which may vary from Owner
5. Commissions. Except as designated in an Addendum or separate written agreement
between AssetLink and Broker, AssetLink agrees to pay Broker a sales commission for
any consummated sale resulting from an accepted written offer. The amount of the
commission will be set forth in the Listing Referral Form, less and except the agreed
upon referral fee. 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
AssetLink, L.P. shall receive at closing a referral fee as set forth in the Listing Referral
Form. The Referral Fee is computed as a percentage of the Listing Broker's commission
unless agreed upon otherwise by both parties. The obligation for payment of this referral
fee shall survive any transfer of servicing or ownership of the asset and shall be payable
to AssetLink, L.P. only.
Sales contracts submitted pursuant to an accepted offer shall state that commissions are to
be paid only to the 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. Referral Fee. Broker agrees to pay AssetLink, L.P. a referral fee for each current or
future listings that are assigned directly from AssetLink 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 AssetLink, L.P. on the HUD-1 settlement statement at closing
and disbursed by the settlement agent directly to AssetLink, L.P.
7. Correspondence and Communication. All communication and correspondence regarding
this Agreement or any Property shall be to AssetLink only and not to Owner. Any direct
contact or communication by Broker with an Owner, unless approved by AssetLink, 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
8. 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:
ServiceLink Asset Management Solutions, LLC
4720 Independence Street, Suite 140
Wheat Ridge, CO 80033
With a copy to:
ServiceLink Asset Management Solutions, LLC
345 Rouser Road
Coraopolis, PA 15108
Attn: General Counsel
All such notices, requests, consents and other communications shall be deemed to have
been given when received.
9. 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 AssetLink has been informed of and approves said relationship
prior to negotiating an offer.
10. 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
shall prohibit Broker or AssetLink, 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.
11. Indemnification. The Broker agrees that Broker will indemnify, defend and hold
harmless AssetLink, 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 AssetLink
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.
12. Representations and Warranties.
a. Broker hereby represents and warrants to AssetLink that:
i. Broker has the knowledge and expertise to market and sell real estate in
the locations provided by Broker to AssetLink.
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
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
v. Broker shall comply with all applicable federal, state and local laws and
regulations relevant to the services performed.
b. AssetLink 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 AssetLink 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
ii. Neither Owner nor AssetLink 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.
13. Audit. Broker agrees to permit AssetLink 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.
14. 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.
15. Assignment. Broker may not assign any rights, duties or obligations under this
Agreement without AssetLink's prior written consent.
16. Governing Law. This Agreement is made under the laws of the State of Colorado and
any disputes arising from or relating to this Agreement shall be governed by the laws of
the State of Colorado.
In Witness Whereof, the Parties hereto have executed this Agreement as of the date
shown in the preamble above.
ServiceLink Asset Management Solutions, LLC AssetLink, L.P.
By: _________________________ By:
ADDENDUM TO MASTER LISTING AGREEMENT
LISTING REFERRAL FORM
This Addendum to Master Listing Agreement (“Addendum”) is made with respect to that
certain Master Listing Agreement by and between ServiceLink Asset Management Solutions,
LLC (“AssetLink”) and ________________ (“Broker”) made as of _______________, 2009 (the
AssetLink and Broker hereby agree to supplement the Agreement as follows:
1. This Addendum is made with respect to the following Property:
b. AssetLink Order Number:
c. Owner/Client Order, Loan or Asset Number:
2. All capitalized terms herein shall have the meanings assigned to such terms by the
3. The term of this Listing Referral Form for the Property shall begin (date): and expire at
midnight (date) .
4. Broker hereby accepts assignment of the Property and agrees to perform the services and
duties stated in the Agreement. All of terms and provisions of the Agreement are by this
reference expressly incorporated into this Addendum.
5. Pursuant to Section 6 of the Agreement Broker shall pay AssetLink, L.P. a referral fee of
with respect to the Property: _________________.
6. The commission split is as follows:
Listing agent commission = ___% (less the referral fee)
Selling agent commission = ___%
Date of Acceptance by Broker: ____________________________.
[Name of Broker]