Date: 8/4/98
First Americans Mortgage Corp.
0000 Xxxx
Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxx
Ladies and Gentlemen:
RESIDENTIAL LOAN BROKERAGE AGREEMENT
The terms of this letter agreement ("Agreement") shall govern the brokerage of
one-to-four family residential mortgage loans (individually, a "Brokered Loan"
and collectively, the "Brokered' Loans") to the undersigned investor (either
Washington Mutual Bank or Washington Mutual Bank fsb; referred to herein as
"Investor"), by FIRST AMERICANS MORTGAGE CORP. ("Broker"). This Agreement sets
forth our complete understanding regarding the above, and supersedes any prior
agreements or correspondence on this topic.
The specific terms of our arrangement are as follows:
1. Nonexclusivity. This arrangement is nonexclusive. That is, Investor is free
to make residential mortgage loans for its own account and to broker such
loans to other lenders, and Broker is likewise free to make residential
mortgage loans for its own account and to enter into brokerage arrangements
with other lenders.
2. Independent Contractor. At all times during the term of this Agreement,
Broker shall not be an employee of Investor, but shall be an independent
contractor with respect to Investor for all purposes. Broker shall not be
subject to the Bank's control or direction over the performance of Broker's
services. To ensure Broker's exclusion from Washington State Industrial
Insurance and Unemployment Compensation, Broker makes the following
representations and warranties:
a) Services under this Agreement shall be performed outside all of the
places of business of the Bank, and Broker is responsible for the costs
of Broker's principal place of business where Broker's services are
performed; and
b) Broker is customarily engaged in the brokerage business, and Broker has
a principal place of business for Broker's services that is eligible
for a business deduction for federal income tax purposes; and
c) On the date of this Agreement, Broker is responsible for filing at the
next applicable filing period a schedule of expenses with the Internal
Revenue Service for Broker's business; and
d) On the date of this Agreement, or within a reasonable period
thereafter, Broker has established an account with the Department of
Revenue, and other state agencies as required by the particular case,
for Broker's business for the payment of all state taxes normally paid
by employers and businesses and has registered for and received a
unified business identifier number from the State of Washington; and
e) On the date of this Agreement, Broker is maintaining a separate set of
books or records that reflect all items of income and expenses of
Broker's business.
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LIMITED AGENCY ADDENDUM TO
RESIDENTIAL LOAN BROKERAGE AGREEMENT
ThisAddendum amends and supplements that Residential Loan Brokerage Agreement
("Agreement') between FIRST AMERICANS MORTGAGE CORP. ("Broker') and Washington
Mutual Bank or Washington Mutual Bank fsb ("Washington Mutual") as applicable.
The terms of this Addendum are as follows:
1. Washington Mutual designates Broker as Washington Mutual's agent for the
sole, limited and exclusive purpose of ordering and obtaining appraisal
services for the properties that are the subject of loans funded by
Washington Mutual Bank or Washington Mutual Bank fsb. Broker shall in all
other respects be subject to all other terms and conditions of the
Agreement.
2. Broker may order appraisal services under this Addendum in its own name.
3. The person ordering the appraisal services for Broker and selecting the
appraiser to be used shall be competent to accept and assign orders and
independent of any person involved in origination or production of the
loan. The person ordering the appraisal service shall not receive any
payment based on whether or not the loan is approved.
4. Appraisal services shall be ordered from appraisers who are on Washington
Mutual's Approved Appraiser List at the time the appraisal service is
ordered and when the appraisal service is performed.
5. Broker, its employees and agents (including the person ordering the
appraisal service), and the Approved Appraiser performing the appraisal
service for Broker shall have no direct or indirect interest, future or
contemplated, financial or otherwise, in the property or transaction that
is the subject of the appraisal service, other than the standard fees
generated by the loan transaction.
6. Broker agrees not to submit to Washington Mutual, and not to retype for
such submission, any appraisal reports by the borrower, seller, builder or
any other person with a direct or indirect interest, future or
contemplated, financial or otherwise, in the property or transaction that
is the subject of the appraisal service.
7. Appraisal services shall comply with applicable federal and state law and
regulations (including the FDIC's 12 C.F.R. Part 323 or the OTS's 12 C.F.R.
Part 564, as applicable), the Uniform Standards of Professional Appraisal
Practice ("USPAP") and Washington Mutual's Appraisal Report Standards or
standards that are no less stringent than Washington Mutual's Appraisal
Report Standards (as determined by Washington Mutual's Residential
Appraisal Department).
8. Washington Mutual's minimum Appraisal Report Standards accompany this
Addendum. By signing below, Broker acknowledges that Appraiser has received
and will follow Washington Mutual's Appraisal Report Standards or standards
no less stringent than Washington Mutual's Appraisal Report Standards (as
determined by Washington Mutual's Residential Appraisal Department).
In order to become Washington Mutual's limited agent for the purpose of
ordering appraisal services under this Addendum, please sign this letter
where indicated below.
Very truly yours,
Xxxxx X. Xxxxxxxxx
Vice President/Manager of Appraisal Department
ACCEPTED AND AGREED TO this 4 day of August, 1998 .
-------- --------------------------------
BROKER: By First Americans Mortgage Corp.
Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
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10. Assignment. Neither party may assign its rights or obligations under this
Agreement without the consent of the other party. This paragraph does not
prohibit Investor from selling Brokered Loans on the secondary market once
they have been funded.
If the above correctly confirms our understanding, please sign this letter where
indicated below.
Very truly yours,
[x] WASHINGTON MUTUAL BANK
[ ] WASHINGTON MUTUAL BANK fsb
By /s/ Xxxxxxx X. Xxxx
Its First Vice President
ACCEPTED AND AGREED TO this 7th day of August, 1998 .
---- ---------------------------------------
BROKER: First American Mortgage Corp.
By /s/ Xxxxxx X. Xxxxxxxx
Its President
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