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HomeMy WebLinkAbout159344 MCCARTY LAND & WATER VALUATION - CONTRACT - SOLE SOURCE - MCCARTY LAND & WATER VALUATION, INC.Professional Services Agreement SS 2019 – McCarty Meadow Springs Ranch Easement Consulting Page 1 of 11 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and MCCARTY LAND & WATER VALUATION, INC., hereinafter referred to as the "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of two (2) page(s), and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence June 1, 2019 and shall continue in full force and effect until December 31, 2019, unless sooner terminated as herein provided. . 3. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: City: Copy to: McCarty Land & Water Valuation, Inc. Attn: Kevin McCarty PO Box 407 Berthoud, CO 80513 City of Fort Collins Attn: Mark Sears PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 4. Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Professional Services Agreement SS 2019 – McCarty Meadow Springs Ranch Easement Consulting Page 2 of 11 for the City's costs and reasonable attorney’s fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain insurance in accordance with Exhibit C, consisting of one (1) page, attached hereto and incorporated herein. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay the Professional on a time and reimbursable direct cost basis in accordance with Exhibit B, consisting of one (1) page, attached hereto and incorporated herein, with maximum compensation (for both Professional's time and reimbursable direct costs) not to exceed Ten Thousand Dollars ($10,000). Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs are permissible. The amounts of all such partial payments shall be based upon the Professional's City-verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's reimbursable direct costs. Final payment shall be made following acceptance of the Work by the City. Upon final payment, all designs, plans, reports, specifications, drawings and other services rendered by the Professional shall become the sole property of the City. 6. License. Upon execution of this Agreement, the Professional grants to the City an irrevocable license to use any and all sketches, drawings, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models and other deliverables (the “Instruments of Service”), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the City substantially performs its obligations under the Agreement. The license granted hereunder permits the City and third parties reasonably authorized by the City to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the project. In addition, the license granted hereunder shall permit the City and third parties reasonably authorized by the City to reproduce and utilize the Instruments of Service for similar projects, provided however, in such event the Professional shall not be held responsible for the design to the extent the City deviates from the Instruments of Service. This license shall survive termination of the Agreement by default or otherwise. 7. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 8. Project Drawings. Upon request and before final payment, the Professional shall provide the City with reproducible drawings of the project containing accurate information on the project as constructed. Drawings shall be of archival quality, prepared on stable mylar base material using a non-fading process to provide for long storage and high quality reproduction. "CD" disc of the as-built drawings shall also be submitted to the owner in and AutoCAD version no older then the established City standard. The Professional DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Professional Services Agreement SS 2019 – McCarty Meadow Springs Ranch Easement Consulting Page 3 of 11 acknowledges the City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1, et seq. (the “CORA”), and documents in the City’s possession may be considered public records subject to disclosure under the CORA. 9. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 10. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 11. Subcontractors. The Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the Work of the subcontractor will be subject to inspection by the City to the same extent as the Work of the Professional. The Professional shall require all subcontractors performing Work hereunder to maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit “C”, consisting of one (1) page attached hereto and incorporated herein by this reference. The Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, the Professional shall promptly provide the City with a copy of such certificate(s). 12. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 13. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the Work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Professional Services Agreement SS 2019 – McCarty Meadow Springs Ranch Easement Consulting Page 4 of 11 operate as a waiver of any rights or benefits provided to the City under this Agreement. 14. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 15. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 16. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., the Professional represents and agrees that: a. As of the date of this Agreement: 1. The Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. The Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. The Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. The Professional is prohibited from using the e-Verify Program or Department Program DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Professional Services Agreement SS 2019 – McCarty Meadow Springs Ranch Easement Consulting Page 5 of 11 procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If the Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Professional shall: 1. Notify such subcontractor and the City within three days that the Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that the Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. The Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If the Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, the Professional shall be liable for actual and consequential damages to the City arising out of the Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if the Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit D - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Professional Services Agreement SS 2019 – McCarty Meadow Springs Ranch Easement Consulting Page 6 of 11 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: MCCARTY LAND & WATER VALUATION, INC. By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A President Kevin McCarty 5/22/2019 Assistant City Attorney ll 5/23/2019 City Clerk Professional Services Agreement SS 2019 – McCarty Meadow Springs Ranch Easement Consulting Page 7 of 11 EXHIBIT A SCOPE OF SERVICES Professional will provided consultation services relating to the establishment of a potential conservation easement on Meadow Springs Ranch (the “Property”), consisting of approximately 26,500 acres located predominantly in Larimer County, north of Fort Colllins, south of the Colorado/Wyoming border and mostly west of Interstate 25, as shown on the attached map. Kevin McCarty, Colorado Certified General Appraiser and owner of the Professional firm (herein the “Appraiser”), shall be individual responsible for providing services under this Agreement. It is also understood that other appraisers in the employ of the Professional may aid the appraiser in the provision of services under this agreement. Scope of Services The City is considering placing a conservation easement on the Property and is engaging the Professional to provide market data to help facilitate an informed evaluation process for determining the most appropriate conservation easement scenario for the Property. In consideration of the forgoing, the Professional will provide the following services and deliverables: 1) Conduct Market Research. Professional will conduct relevant research of market data beginning June 1, 2019 and shall complete such research no later than November 22, 2019. • Conduct a physical site inspection of the Property. • Research unrestricted ranch sales of properties of similar nature and size and provide a written summary to the City for each relevant sale. • Research smaller, local property sales and provide a written summary to the City for each potentially relevant sale. • Research comparable conservation easement restricted sales and provide a written summary to the City for each relevant sale. 2) Presentation of Research Results The Appraiser will present the market data in a consultation meeting and participate the group discussion to evaluate alternative strategies relating to possible conservation easement restrictions on the Property. The consultation meeting will be scheduled after November 22, 2019 but no later than December 31, 2019. DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Professional Services Agreement SS 2019 – McCarty Meadow Springs Ranch Easement Consulting Page 8 of 11 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Official Purchasing Document Last updated 10/2017 Professional Services Agreement SS 2019 – McCarty Meadow Springs Ranch Easement Consulting Page 9 of 11 EXHIBIT B COMPENSATION Professional will bill the City on an hourly rate basis with the maximum compensation not to exceed $10,000 in accordance with the following rate schedule: Invoicing and Payment After completion of all services and deliverables as set forth in Exhibit A, Professional will send an itemized invoices to invoices@fcgov.com with a copy to the Project Manager. The cost of the work completed shall be paid to the Professional following the submittal of a correct invoice by the Professional indicating the project name, Purchase Order number, task description, hours worked, personnel completing work utilizing the rates listed above, and date of the work performed specific to the task. The City pays invoices on Net 30 terms. DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Official Purchasing Document Last updated 10/2017 Professional Services Agreement SS 2019 – McCarty Meadow Springs Ranch Easement Consulting Page 10 of 11 EXHIBIT C INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing Work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies for any claims arising out of Work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in Work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of Work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any Work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the Work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Official Purchasing Document Last updated 10/2017 Professional Services Agreement SS 2019 – McCarty Meadow Springs Ranch Easement Consulting Page 11 of 11 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A RAP4115834-19 RAP4115834-18 Herbert H. Landy Insurance Agency Inc. 100 River Ridge Drive, Suite 301 Norwood, MA 02062 Kevin McCarty 1401 S Taft Avenue, Suite 205 Loveland, CO 80537 03/27/2019 03/27/2020 1,000,000 1,000,000 2,000,000 2,000,000 0.00 0.00 988.00 03/27/2000 D42100 (03/15) D42300 CO (05/13) IL7324 (08/12) D42402 (05/13) D42408 (05/13) D42412 (03/17) D42413 (06/17) DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A McCarty Land & Water Valuation, Inc. Kevin McCarty MCCK81-4 03/27/2019 - 03/27/2020 RAP4115834-19 03/27/2019 1 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Kevin McCarty MCCK81-4 03/27/2019 - 03/27/2020 RAP4115834-19 03/27/2019 2 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Kevin McCarty MCCK81-4 03/27/2019 - 03/27/2020 RAP4115834-19 03/27/2019 3 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Kevin McCarty MCCK81-4 03/27/2019 - 03/27/2020 RAP4115834-19 03/27/2019 4 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Administrative Offices 301 E 4th Street Cincinnati OH 45202-4201 513 369 5000 ph IL 7324(Ed. 0812) THIS ENDORSEMENT CHANGES YOUR POLICY. PLEASE READ IT CAREFULLY. ECONOMIC AND TRADE SANCTIONS CLAUSE This insurance does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit us f rom providing insurance. IL 7 3 2 4 (Ed. 08/12) DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A In accordance with the requirements of the state of Colorado, the following changes are made to the Policy: Section X. General Conditions, paragraph G. Cancellation/Nonrenewal is deleted and replaced with the following: G. Cancellation/Nonrenewal/Conditional Renewal (1) Cancellation (a) This Policy may be cancelled by the Named Insured by surrender of this Policy to the Company or by giving written notice of cancellation. (b) If this Policy has been in effect for sixty (60) days or more, or if this is a renewal of a policy the Company issued, the Company may cancel this Policy for one or more of the following reasons: i. nonpayment of premium; ii. a false statement knowingly made by the Named Insured on the application for insurance; or iii. a substantial change in the exposure or risk, other than that indicated on the application and underwritten as of the effective date of the Policy unless the Named Insured has notified the Company of the change and the Company has accepted the change. (c) The Company will give the Named Insured written notice of cancellation at least: i. 10 days prior to the effective date if cancellation is for nonpayment of premium; or ii. 45 days prior to the cancellation date if for any of the other reasons listed above. (2) Nonrenewal/Conditional Renewal (a) If the Company decides not to renew, increase the premium or reduce the coverage on renewal, the Company shall mail or deliver to the Named Insured written advance notice at least 45 days prior to the effective date of such decision. This provision will not apply where: Insured: Policy Period: Policy Number: Endorsement Effective Date: Endorsement: D42300 CO (05/13) Page 1 of 2 COLORADO AMENDATORY ENDORSEMENT Real Estate Appraisers Errors & Omissions Insurance Policy DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A i. the Named Insured fails to pay any premium deposit required by the Company for renewal; or ii. the Policy is in effect less than 60 days, unless it is a renewal policy. All notices will be delivered or mailed by first class mail to the Named Insured at the last known address as shown in the Company’s records. If this Policy is cancelled, the Company will send the Named Insured any premium refund due. If cancelled by the Company, the refund will be pro rata. If the Named Insured cancels, the refund will be computed in accordance with the customary short rate table and procedure. Section X. General Conditions is amended to include the following: Q. Claims Information The Company shall furnish the Named Insured, upon request and within thirty (30) days thereafter, sufficient information about closed or paid Claims, Claims for which the Company has established reserves, and Claims for which the Company has received notices of occurrences which could give rise to Claims. D42300 CO (05/13) Page 2 of 2 COLORADO AMENDATORY ENDORSEMENT Real Estate Appraisers Errors & Omissions Insurance Policy Other than as stated above, nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, agreements or limitations of the Policy to which this endorsement is attached. DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A CO NOTICE (05 13) Page 1 of 2 COLORADO DISCLOSURE FORM CLAIMS-MADE POLICY IMPORTANT NOTICE TO POLICYHOLDER THIS DISCLOSURE FORM IS NOT YOUR POLICY. IT DESCRIBES SOME OF THE MAJOR FEATURES OF A CLAIMS-MADE POLICY FORM. READ YOUR POLICY CAREFULLY TO DETERMINE RIGHTS, DUTIES, AND WHAT IS AND IS NOT COVERED. ONLY THE PROVISIONS OF YOUR POLICY DETERMINE THE SCOPE OF YOUR INSURANCE PROTECTION. Your policy is a claims-made policy. It provides coverage only for injury or damage occurring after the policy retroactive date (if any) shown on your policy and if the incident is reported to your insurer prior to the end of the policy period. Upon termination of your claims-made policy an extended reporting period option is available from your insurer. There is no difference in the kind of injury or damage covered by occurrence or claims-made policies. Claims for damages may be assigned to different policy periods, depending on which type of policy you have. If you make a claim under your claims-made policy, the claim must be a demand for damages by an injured party and does not have to be in writing. Under most circumstances, a claim is considered made when it is received and recorded by you or by us. Sometimes, a claim may be deemed made at an earlier time. This can happen when another claim for the same injury or damage has already been made, or when the claim is received and recorded during an extended reporting period. PRINCIPAL BENEFITS This policy provides Appraisers Professional Liability Insurance up to the maximum dollar limit specified in the policy. The principal benefits and coverages are explained in detail in your claims-made policy. Please read it carefully and consult your insurance producer about any questions you might have. EXCEPTIONS, REDUCTIONS AND LIMITATIONS Your claims-made policy contains certain exceptions, reductions and limitations. Please read them carefully and consult your insurance producer about any questions you might have. RENEWALS AND EXTENDED REPORTING PERIODS Your claims-made policy has some unique features relating to renewal, extended reporting periods and coverage for events with long periods of potential liability exposure. DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A CO NOTICE (05 13) Page 2 of 2 If there is a retroactive date in your policy, no event or occurrence prior to that date will be covered under the policy even if reported during the policy period. It is therefore important for you to be certain that there are no gaps in your insurance coverage. These gaps can occur in several ways. Among the most common are: 1. If you switch from an occurrence policy to a claims-made policy, the retroactive date in your claims- made policy should be no later than the expiration date of the occurrence policy. 2. When replacing a claims-made policy with a claims-made policy, you should consider the following: a. The retroactive date in the replacement policy should extend far enough back in time to cover any events with long periods of liability exposure, or b. If the retroactive date in the replacement policy does not extend far enough back in time to cover events with long periods of liability exposure, you should consider purchasing extended reporting period coverage under the old claims-made policy. 3. If you replace this claims-made policy with an occurrence policy, you may not have insurance coverage for a claim arising during the period of claims-made coverage unless you have purchased an extended reporting period under the claims-made policy. Extended reporting period coverage must be offered to you by law for at least one year after the expiration of the claims-made policy at a premium not to exceed 200% of your last policy premium. CAREFULLY REVIEW YOUR POLICY REGARDING THE AVAILABLE EXTENDED REPORTING PERIOD COVERAGE, INCLUDING THE LENGTH OF COVERAGE, THE PRICE AND THE TIME PERIOD DURING WHICH YOU MUST PURCHASE OR ACCEPT ANY OFFER FOR EXTENDED REPORTING PERIOD COVERAGE. DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A D42100 (03/15) Great American Assurance Company Real Estate Appraisers Errors & Omissions Insurance Policy DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A D42100 (03/15) Real Estate Appraisers Errors & Omissions Insurance Policy Great American Assurance Company – Professional Liability Division: Post Office Box 1178, Cincinnati, OH 45201 Table of Contents I. Insuring Agreement ....................................................................................................Page 1 II. Definitions...................................................................................................................Page 1 III. Exclusions...................................................................................................................Page 4 IV. Limits of Liability.......................................................................................................Page 6 V. Deductible...................................................................................................................Page 7 VI. Supplementary Payments............................................................................................Page 7 VII. Defense and Settlement...............................................................................................Page 8 VIII. Extended Reporting Periods .......................................................................................Page 9 IX. Notice of Claim.........................................................................................................Page 10 X. General Conditions ...................................................................................................Page 11 A. Assistance and Cooperation..........................................................................Page 11 B. Action against the Company.........................................................................Page 11 C. Bankruptcy....................................................................................................Page 12 D. Other Insurance.............................................................................................Page 12 E. Subrogation...................................................................................................Page 12 F. Changes.........................................................................................................Page 12 G. Cancellation/Nonrenewal..............................................................................Page 12 H. Territory........................................................................................................Page 13 I. Entire Contract .............................................................................................Page 13 J. Notices ..........................................................................................................Page 13 K. Assignment ...................................................................................................Page 13 L. Liberalization ................................................................................................Page 13 M. Examination of Named Insured’s Books and Records .................................Page 14 N. Reimbursement .............................................................................................Page 14 O. Conformity to Law........................................................................................Page 14 P. Representative of the Company....................................................................Page 14 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A GREAT AMERICAN INSURANCE GROUP£ Headquarters: 301 E. Fourth Street, Cincinnati, Ohio 45202 THIS IS A CLAIMS MADE POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. In consideration of the payment of the premium and in reliance upon all statements made and information furnished to the insurance company identified in the Declarations (a stock insurance company, hereinafter called the Company), and subject to all terms, conditions, and limitations of the Policy, the Named Insured and the Company agree as follows. Section I. Insuring Agreement The Company will pay on behalf of the Named Insured all sums in excess of the deductible that the Named Insured becomes legally obligated to pay as Damages and Claim Expenses as a result of a Claim first made against the Named Insured and reported in writing to the Company during the Policy Period or Extended Reporting Period by reason of an act or omission, including Personal Injury, in the performance of Appraisal Services by the Named Insured, provided that: A. no such act or omission, or Related Act or Omission, was committed prior to the Retroactive Date; and B. prior to the inception date of the first policy issued by the Company, and continuously renewed, the Named Insured had no basis to believe that any such act or omission, or Related Act or Omission, might reasonably be expected to be the basis of a Claim. The Company has the right and duty to defend any Claim against the Named Insured even if any of the allegations of the Claim are groundless, false or fraudulent. Defense counsel may be designated by the Company or, at the Company’s option, by the Named Insured with the Company’s written consent and subject to the Company’s guidelines. Section II. Definitions A. “Appraisal Services” means services performed for others by the Named Insured in the capacity as a properly licensed or certified appraiser of real estate, notary public, or a member of a real estate accreditation, standards review or similar real estate board or committee; provided, however, Appraisal Services does not include the supervision of, subcontracting to, assignment to or referral of any portion of any contract, project or engagement by the Named Insured. B. “Bodily Injury” means physical injury, sickness or disease sustained by any person including death resulting from any of these at any time. Bodily Injury also means mental illness, mental anguish, emotional distress, pain, suffering, or shock sustained by any person, whether or not resulting from physical injury, sickness, disease or death of such person. C. “Claim” means: (1) a written demand for money or services received by the Named Insured; or (2) a civil proceeding in a court of law, or arbitration proceeding, against the Named Insured, commenced by the service of summons or receipt of an arbitration demand; arising out of an act or omission in the performance of Appraisal Services. D42100 (03/15) 1 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A D. “Claim Expenses” means: (1) fees and costs charged by attorneys designated by the Company or designated by the Named Insured with the Company’s prior written consent; (2) all other reasonable and necessary fees, costs and expenses resulting from the investigation, adjustment, negotiation, arbitration, mediation, defense or appeal of a Claim, if incurred by the Company or by the Named Insured with the Company’s prior written consent; and (3) premiums on appeal bonds, attachment bonds or similar bonds; provided, however, the Company is not obligated to apply for or furnish any such bond. Claim Expenses do not include fees, costs or expenses of employees or officers of the Company, or salaries, loss of earnings or other remuneration by or to the Named Insured. E. “Company” means the insurance company identified in the Declarations. F. “Damages” means any monetary judgment or award which the Named Insured is legally obligated to pay, including punitive or exemplary damages where insurable by law, and pre-judgment and post-judgment interest. Damages also means a monetary settlement to which the Company agrees on the Named Insured’s behalf. However, Damages do not include: (1) the return, restitution, reduction, compromise or refund of fees, commissions, expenses or costs for Appraisal Services performed, or to be performed, by the Named Insured and injuries that are a consequence of any fees, commissions, expenses or costs charged by the Named Insured; (2) fines, penalties, forfeitures or sanctions; (3) the multiplied portion of any multiplied awards; (4) the cost of compliance with any order for, grant of, or agreement to provide non-monetary relief, including services or injunctive relief; or (5) any amounts uninsurable as a matter of law or public policy. G. “Disciplinary Action” means a proceeding before any state licensing board, local real estate board or other governmental body regulating professional conduct, alleging misconduct in providing Appraisal Services; provided, however, Disciplinary Action does not include any criminal charges. H. “Discrimination Claims” means any Claim arising out of Appraisal Services rendered on behalf of the Named Insured, alleging discrimination on the basis of race, creed, color, age, gender, national origin, religion, disability, marital status or sexual preference, including any resulting Personal Injury. I. “Extended Reporting Period” means the period of time after the end of the Policy Period for reporting Claims to the Company that are made against the Named Insured during the applicable Extended Reporting Period by reason of an act or omission, which was committed prior to the end of the Policy Period and on, or subsequent to, the Retroactive Date and is otherwise covered by this Policy. J. “Fungi” means any type or form of fungus, including mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by such fungus. K. “Named Insured” means the person specified in Item 1. in the Declarations. D42100 (03/15) 2 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A L. “Personal Injury” means injury other than Bodily Injury arising out of one or more of the following offenses, by reason of an act or omission by the Named Insured in the performance of Appraisal Services: (1) false arrest, detention or imprisonment; (2) malicious prosecution; (3) the wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, if such eviction, entry or invasion is by or on behalf of its owner, landlord or lessor; (4) oral or written publication, in any manner, of material that: (a) slanders or libels a person or organization or disparages a person’s or organization’s goods, products or services; or (b) violates a person’s right of privacy; except, in either case, oral or written publication in any manner which arises out of advertising, broadcasting or telecasting activities conducted by, or on behalf of, the Named Insured. M. “Policy Period” means the period of time from the effective date stated in Item 3. in the Declarations to the earliest of the date of termination, expiration or cancellation of this Policy. N. “Pollutants” means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. Pollutants also include asbestos. O. “Property Damage” means: (1) physical injury to tangible property, including all resulting loss of use of that property; or (2) loss of use of tangible property that is not physically injured. P. “Related Claims” means all Claims arising out of a single act or omission or Related Act or Omission in the performance of Appraisal Services. Q. “Related Act or Omission” means all acts or omissions that are logically or causally connected by any common fact, circumstance, situation, transaction, event, advice or decision. R. “Residential Real Property” means a one to four family dwelling. S. “Retroactive Date” means the date stated in Item 7. in the Declarations. T. “Security Incident” means the unauthorized access to or use of data containing private or confidential information in connection with the performance of Appraisal Services, which results in the violation of any privacy regulation. D42100 (03/15) 3 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Section III. Exclusions This Policy does not apply to any Claim: A. based on or arising out of any dishonest, intentionally wrongful, fraudulent, criminal or malicious act or omission by the Named Insured. The Company will provide the Named Insured with a defense of such Claim unless and until a final adjudication or finding of fact against, or admission by, the Named Insured establishes that the Named Insured committed such dishonest, intentionally wrongful, fraudulent, criminal or malicious act or omission. Such defense will not waive any of the Company’s rights under this policy. Upon establishing that the Named Insured committed a dishonest, intentionally wrongful, fraudulent, criminal or malicious act or omission, the Company will have the right to seek recovery of any Claim Expenses incurred on behalf of the Named Insured; B. based on or arising out of Bodily Injury or Property Damage; C. based on or arising out of discrimination, humiliation, harassment, or misconduct including, but not limited to, Claims based on allegations relating to an individual’s race, creed, color, age, gender, national origin, religion, disability, marital status or sexual preference; provided, however, this exclusion does not apply to any Damages or Claims Expenses from Discrimination Claims up to the sub-limit provided pursuant to Section IV. F. of the Policy; D. based on or arising out of the insolvency or bankruptcy of the Named Insured; E. based on or arising out of: (1) any disputes involving the Named Insured’s fees, commissions or charges; (2) the conversion, misappropriation, commingling or defalcation of funds or other property; (3) the failure to pay or collect premium, escrow or tax money; or (4) the gaining of any personal profit or advantage to which the Named Insured is not legally entitled; F. based on or arising out of the representation of clients in connection with any securities transaction (either registered or exempt) including, but not limited to, bond or other debt offerings, public stock offerings, property syndication or real estate investment trusts; G. based on or arising out of the actual or attempted purchase of property by the Named Insured or any entity in which the Named Insured has a financial interest; H. based on or arising out of the actual or attempted appraisal of property by the Named Insured, if on or after the date or time of the act or omission giving rise to such Claim: (1) the Named Insured owned such property in any part; (2) the Named Insured was the developer, builder, real estate broker or salesperson of such property; (3) such Appraisal Services were in exchange for stock, partial ownership or investment in such property; or (4) the Named Insured was employed or subcontracted by a real estate broker or sales person who was a party to any transaction involving the appraised property; D42100 (03/15) 4 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A I. based on or arising out of actual or attempted purchase of property by, or appraisal of property developed, constructed or owned by: (1) any entity in which the Named Insured has financial interest; (2) any entity which has any financial interest in the Named Insured; or (3) any entity which is under the same financial control as the Named Insured, provided that such financial interest existed at the time of the act or omission giving rise to the Claim; J. based on or arising out of any actual or alleged violation of: (1) The Employee Retirement Income Security Act of 1974; (2) The Securities Act of 1933; (3) The Securities Exchange Act of 1934; or (4) Any state Blue Sky or Securities law; or any rules, regulations or amendments issued in relation to such acts, or similar state or federal statutes or regulations, including any Claim based upon common law principles of liability; K. based on or arising out of any guarantee or promise of future status, performance or valuation in the course of performing Appraisal Services by the Named Insured; L. based on or arising out of: (1) the actual, alleged or threatened emission, discharge, dispersal, seepage, release or escape of Pollutants; (2) any injury, damage, payments, costs or expense incurred as a result of any testing for, monitoring, removal, containment, treatment, detoxification, neutralization or cleanup of Pollutants; or (3) the installation, removal, disposal, handling, use or existence of, exposure to, contact with, or ingestion of lead paint or any substance or matter containing lead paint or the residue of lead paint; M. based on or arising out of the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or presence of, any Fungi or bacteria on or within a building or structure, including its contents, regardless of whether any other cause, event, material or product contributed concurrently or in any sequence to the injury or damage; or any loss, cost or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating or disposing of, or in any way responding to, or assessing the effects of, Fungi or bacteria, by the Named Insured or by any other person or entity; N. based on or arising out of liability assumed by the Named Insured under any contract or agreement, unless such liability would have attached to the Named Insured even in the absence of such contract or agreement; O. based on arising out of actual or alleged misappropriation of trade secret or infringement of patent, copyright, trademark, trade dress or any other intellectual property right or unauthorized use of confidential, privileged or non-public material or information; D42100 (03/15) 5 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A P. based on or arising out of the sale of insurance, the failure to advise of the need for, or type of, insurance or failure to effect or maintain adequate levels of insurance; Q. based on or arising out of the alleged notarized certification or acknowledgement by the Named Insured of a signature on any document that the Named Insured did not witness being placed on the document; or R. based on or arising out of the rendering of, or failure to render, Appraisal Services by the Named Insured as an employee, owner, partner, stockholder, director or officer of any business enterprise not named in the Declarations. Section IV. Limits of Liability A. Damages Limit of Liability - Each Claim Subject to paragraph C. below, the Company’s liability for all Damages from each Claim first made and reported in writing to the Company during the Policy Period will not exceed the amount stated in Item 4.A. in the Declarations for "Damages Limit of Liability - Each Claim". B. Claim Expenses Limit of Liability - Each Claim Subject to paragraph D. below, the Company’s liability for all Claim Expenses from each Claim first made and reported in writing to the Company during the Policy Period will not exceed the amount stated in Item 4.B. in the Declarations for "Claim Expenses Limit of Liability - Each Claim". C. Damages Limit of Liability - Policy Aggregate The Company’s liability for all Damages from all Claims first made and reported in writing to the Company during the Policy Period will not exceed the aggregate amount stated in Item 4.C. in the Declarations as the "Damages Limit of Liability - Policy Aggregate". The limits of liability for Damages and Claim Expenses stated in the Declarations are the maximum amounts the Company will pay under this Policy for Damages and Claim Expenses, respectively, regardless of the number of Claims or claimants. D. Claim Expenses Limit of Liability - Policy Aggregate The Company’s liability for all Claim Expenses from all Claims first made and reported in writing to the Company during the Policy Period will not exceed the aggregate amount stated in Item 4.D. in the Declarations as the "Claim Expenses Limit of Liability - Policy Aggregate". E. Multiple Policies If this Policy and any other policy issued by the Company provide coverage for the same Claim against the Named Insured, the maximum limit of liability under all the policies combined shall not exceed the highest remaining applicable limit of liability for the Claim under any one policy. F. Limit of Liability – Discrimination Claims The Company’s liability for all Damages and Claim Expenses from all Discrimination Claims first made and reported in writing to the Company during the Policy Period will not exceed $100,000, which sum is within and not in addition to the Damages or Claim Expenses Limit of Liability – Policy Aggregate stated in the Declarations. D42100 (03/15) 6 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Section V. Deductible A. Subject to paragraph B. below, the deductible amount stated in Item 5.A. in the Declaration is the Named Insured’s obligation for each Claim and applies to the payment of Damages and Claim Expenses. The deductible will be paid by the Named Insured before the Company has any obligation under this Policy to pay any Damages or Claim Expenses as to any Claim. The limits of liability are in addition to, and in excess of, the deductible. B. The deductible amount stated in Item 5.B. in the Declarations is the Named Insured’s maximum deductible obligation for all Claims. C. Related Claims made against the Named Insured and reported in writing to the Company under this Policy or under any renewal of this Policy will be considered a single Claim first made when the earliest of the Related Claims was first made and first reported in writing to the Company. A single deductible and single Each Claim Damages and Claim Expenses limit of liability shall apply to any such single Claim. D. If a Claim is resolved by settlement, with the consent of the Named Insured and the Company, as reflected in a settlement agreement, order, dismissal, or judgment, within one (1) year following the date that the Claim is reported in writing to the Company, the Named Insured will be reimbursed or credited 50% of the deductible, but not to exceed a maximum reimbursement of $5,000 per Claim and $25,000 for all such Claims during the Policy Period resolved or concluded in accordance with this section of the Policy. Section VI. Supplementary Payments The following supplementary payments are not subject to the deductible and are in addition to the limits of liability. A. Reimbursement for Loss of Earnings The Company will pay up to $500.00 for loss of earnings to the Named Insured for each day, or part of a day, the Named Insured is in attendance, at the Company’s request, at a trial, hearing, mediation or arbitration proceeding involving a Claim against the Named Insured. The maximum amount payable, regardless of the number of trials, hearings, mediations or arbitration proceedings, shall be $7,500 per Claim and $25,000 for all Claims during the Policy Period. B. Disciplinary Actions The Company will reimburse the Named Insured for reasonable attorneys’ fees, costs and expenses incurred in responding to a Disciplinary Action first received by the Named Insured and reported in writing to the Company during the Policy Period by reason of an act or omission in the performance of Appraisal Services, provided that no act or omission alleged in the Disciplinary Action is the same as, or is a Related Act or Omission with, an act or omission alleged in a Claim made prior to the Retroactive Date or a notice of circumstance or potential claim given to a prior insurer. The maximum amount payable shall be $2,500 per Disciplinary Action and $25,000 for all Disciplinary Actions during the Policy Period, regardless of the number of Disciplinary Actions. The Company shall not be obligated to defend any Disciplinary Action, or pay any fine, penalty or award resulting from any Disciplinary Action. D42100 (03/15) 7 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A C. Subpoena Expenses The Company will pay expenses incurred while assisting the Named Insured in responding to a subpoena which the Named Insured first receives and reports in writing to the Company during the Policy Period resulting from the performance of Appraisal Services by the Named Insured, provided that the subpoena does not involve a circumstance or situation underlying or alleged in a Claim made prior to the Retroactive Date or a notice of circumstance or potential claim given to a prior insurer. The maximum amount payable, regardless of the number of subpoenas shall be $5,000. D. Security Incidents The Company will reimburse the Named Insured for the following response expenses incurred by the Named Insured in responding to a Security Incident the Named Insured first discovers and reports in writing to the Company during the Policy Period. The maximum amount payable shall be $10,000 for all Security Incidents discovered and reported during the Policy Period regardless of the number of Security Incidents. Security Incident response expenses are: (1) reasonable fees and expenses by cyber forensic analysts to determine the extent of the Security Incident; or (2) reasonable fees and expenses by attorneys or consultants to comply with federal, state or local privacy laws requiring that notification or credit monitoring services be provided to individuals when the security, confidentiality or integrity of their personal information has been compromised by the Security Incident. Section VII. Defense and Settlement A. The Company will have the right to make, with the consent of the Named Insured, any settlement of a Claim under this Policy. If the Named Insured refuses to consent to a settlement within the Policy’s applicable Damages limit of liability that is recommended by the Company and acceptable to the claimant, then the Company’s maximum liability under this Policy for such Claim will be the sum of the Damages for which the Claim could have been settled and the Claim Expenses incurred up to the date on which the Named Insured refused to consent to the settlement. B. The Company is not obligated to pay any Damages or Claim Expenses, or to defend or continue to defend any Claim, after the Damages limit of liability has been exhausted, or after the Company has deposited the remaining Damages limit of liability into a court of competent jurisdiction or tendered the remaining Damages limit of liability to the Named Insured or, if applicable, to the excess insurer(s) of the Named Insured, regardless of whether the Claim Expenses limit of liability has been exhausted. C. After the Claim Expenses limit of liability applicable to any Claim is exhausted by payment of Claim Expenses, the Company is not obligated to pay any Claim Expenses or to defend or continue to defend such Claim and the Named Insured will assume the defense of such Claim. If any Damages limit of liability remains applicable to any such Claim, the Named Insured may not settle such Claim without the Company’s written consent, such consent not to be unreasonably withheld. D42100 (03/15) 8 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A Section VIII. Extended Reporting Periods A. Automatic Extended Reporting Period If this Policy is cancelled or non-renewed by either the Company or by the Named Insured, the Company will provide to the Named Insured an automatic, non-cancelable Extended Reporting Period starting at the termination of the Policy Period if the Named Insured has not obtained another policy of real estate appraisers errors and omissions insurance within sixty (60) days of the termination of the Policy Period. This automatic Extended Reporting Period will terminate after sixty (60) days. B. Optional Extended Reporting Period (1) If this Policy is cancelled or non-renewed by either the Company or by the Named Insured, then the Named Insured will have the right to purchase an optional Extended Reporting Period of one, two or three years. Such right must be exercised by the Named Insured within sixty (60) days of the termination of the Policy Period by providing: (a) a written request to the Company; and (b) with the written request, the amount of additional premium described below. (2) The non-refundable additional premium for the optional Extended Reporting Period shall be: (a) for a one (1) year Extended Reporting Period, 100% of the annual premium for the Policy; or (b) for a two (2) year Extended Reporting Period, 135% of the annual premium for the Policy; or (c) for a three (3) year Extended Reporting Period, 150% of the annual premium for the Policy. (3) The first sixty (60) days of the optional Extended Reporting Period, if it is purchased, shall run concurrently with the automatic Extended Reporting Period. C. Death or Disability Extended Reporting Period In the event the Named Insured dies or becomes permanently and totally disabled during the Policy Period, an unlimited Extended Reporting Period will be granted at no additional premium, provided that within ninety (90) days of the of the death or permanent and total disability: (1) the Named Insured or the Named Insured’s estate requests the unlimited Extended Reporting Period; and (2) the Named Insured’s estate furnishes written evidence and proof of the Named Insured’s death or the Named Insured provides evidence and proof of the permanent and total disability, including the date of the actual disability and written certification by the Named Insured’s attending physician. D42100 (03/15) 9 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A D. Retirement Extended Reporting Period (1) If, after the Named Insured reaches the age of 65, and having been continuously insured by the Company on a claims-made basis for a minimum of five (5) years, the Named Insured retires during the Policy Period, an unlimited Extended Reporting Period will be granted at no additional premium; or (2) If the Named Insured retires from the appraisal business during the Policy Period, an unlimited Extended Reporting Period can be purchased for a non-refundable additional premium of 160% of annual premium. Such right must be exercised by the Named Insured within sixty (60) days of the retirement by providing: (a) a written request to the Company; and (b) with the written request, the amount of additional premium described in paragraph D.2. above, if applicable. There shall be no right to the retirement Extended Reporting Period if the Named Insured’s license has been suspended, revoked or surrendered at the request of any regulatory authority. E. Extended Reporting Period Limits of Liability The Damages limit of liability and Claim Expenses limit of liability of the Company for all Claims reported during any Extended Reporting Period will be part of and not in addition to the Damages limit of liability and Claim Expenses limit of liability, respectively, for the Policy Period set forth in Item 4. in the Declarations. F. Elimination of Right to Any Extended Reporting Period There is no right to any Extended Reporting Period if the Company cancels or refuses to renew this Policy due to: (1) nonpayment of amounts due under this Policy; (2) noncompliance by the Named Insured with any of the terms and conditions of this Policy; or (3) any material misrepresentation or omission in the application or the supplementary information and statements provided by the Named Insured for this Policy. G. Extended Reporting Period - Not a New Policy The Extended Reporting Period will not be construed to be a new policy and any Claim submitted during such period will otherwise be governed by this Policy. Section IX. Notice of Claim A. The Named Insured, as a condition precedent to the obligations of the Company under this Policy, will give written notice to the Company, as soon as reasonable, of any Claim made against the Named Insured. B. The Company further agrees that the Named Insured may have up to, but not to exceed, thirty (30) days after the Policy expiration to report in writing to the Company a Claim made against the Named Insured during the Policy Period, if the reporting of such Claim is as soon as reasonably possible. D42100 (03/15) 10 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A C. If during the Policy Period the Named Insured becomes aware of any act or omission which may reasonably be expected to be the basis of a Claim against the Named Insured, including, but not limited to, any notice, advice or threat, whether written or verbal, that any person or entity intends to hold the Named Insured responsible for any alleged act or omission and gives written notice to the Company with full particulars, including: (1) the specific act or omission; (2) the dates and persons involved; (3) the identity of anticipated or possible claimants; (4) the circumstances by which the Named Insured first became aware of the possible Claim; and (5) potential damages or injury; then any Claim that is subsequently made against the Named Insured arising out of such act or omission will be deemed to have been made on the date such written notice was received by the Company. D. Notices pursuant to the foregoing paragraphs must be mailed, faxed or emailed to the Company at the following address: (1) Emailed to: PLDClaims@gaig.com; (2) Fax to: 855-806-8402; or (3) Mailed to: Great American Insurance Group Professional Liability Division Attn: Claims Department P.O. Box 1178 Cincinnati, OH 45201 Section X. General Conditions A. Assistance and Cooperation (1) The Named Insured will cooperate with the Company and upon the Company’s request, attend hearings, depositions and trials and assist in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and in the conduct of suits and proceedings in connection with a Claim. (2) The Named Insured will assist in the enforcement of any right of contribution or indemnity against any person or organization who or which may be liable to the Named Insured in connection with a Claim. (3) The Named Insured will not, except at the Named Insured’s own cost, voluntarily make any payment of Claim Expenses or Damages, assume or admit any liability or incur any Claim Expenses or other expense without the prior written consent of the Company. B. Action against the Company (1) No action may be brought against the Company unless, as a condition precedent thereto: D42100 (03/15) 11 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A (a) the Named Insured has fully complied with all the terms of this Policy; and (b) until the amount of the Named lnsured’s obligation to pay has been finally determined either by judgment against the Named Insured after actual trial and appeal or by written agreement of the Named Insured, the claimant and the Company. (2) Nothing contained in this Policy will give any person or organization the right to join the Company as a defendant or co-defendant or other party in any action against the Named Insured to determine the Named Insured’s liability. C. Bankruptcy Bankruptcy or insolvency of the Named Insured or of the Named lnsured’s estate will not relieve the Company of any of its obligations hereunder. D. Other Insurance This Policy shall apply only as excess over, and shall not contribute with, any other valid and collectible policy or policies (except with respect to any excess beyond the amount or amounts of coverage under such other policy or policies), whether such other policy or policies are stated to be primary, contributory, excess, contingent, or otherwise. This Policy will not be subject to the terms of any other insurance. E. Subrogation In the event of any payment for any Claim under this Policy, the Company will be subrogated in the amount of such payment to all the Named lnsured’s rights of recovery against any person or organization. The Named Insured will execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Named Insured will do nothing to prejudice such rights. F. Changes Notice to any agent of the Company, or knowledge possessed by any such agent or by any other person, will not affect a waiver or a change in any part of this policy and will not prevent or preclude the Company from asserting or invoking any right or provision of this Policy. None of the provisions of this Policy may be waived, changed or modified except by a written endorsement issued by the Company to form a part of this Policy. G. Cancellation/Nonrenewal (1) This Policy may be cancelled by the Named Insured by returning it to the Company. The Named Insured may also cancel this Policy by giving written notice to the Company stating at what future date cancellation is to be effective. (2) The Company may cancel or non-renew this Policy by sending written notice to the Named Insured at the address last known to the Company. The Company will provide written notice at least sixty (60) days before cancellation or nonrenewal is to be effective. However, if the Company cancels this Policy because the Named Insured has failed to pay a premium when due, this policy may be canceled by the Company by mailing to the Named Insured written notice stating when, not less than ten (10) days thereafter, such cancellation will be effective. The time of surrender of the Policy or the effective date and hour of cancellation stated in the notice will become the end of the Policy Period. Delivery of such written notice either by the Named Insured or by the Company will be equivalent to mailing. D42100 (03/15) 12 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A (3) If the Company cancels this Policy, the earned premium will be computed pro rata. If the Named Insured cancels this Policy, the Company will retain the customary short rate proportion of the premium. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. (4) The offering of terms and conditions different from the expiring terms and conditions, including limits of liability, deductible or premium, shall not constitute a refusal to renew or a cancellation of this Policy. H. Territory This Policy applies to an act or omission taking place anywhere in the world provided that any suit is brought against the Named Insured within the United States of America, its territories or possessions, Puerto Rico or Canada. I. Entire Contract By acceptance of this Policy, the Named Insured attests that: (1) all of the information and statements provided to the Company by the Named Insured, including, but not limited to, the application and any supplemental information, are true, accurate and complete and will be deemed to constitute material representations made by the Named Insured; (2) this Policy is issued in reliance upon the Named Insured’s representations; (3) this Policy, endorsements thereto, together with the completed and signed application and any and all supplementary information and statements provided by the Named Insured to the Company (all of which are deemed to be incorporated herein), embody all of the agreements existing between the Named Insured and the Company and shall constitute the entire contract between the Named Insured and the Company; and (4) any material misrepresentation or concealment by the Named Insured or the Named Insured’s agent will render the Policy null and void and relieve the Company from all liability herein. J. Notices Other than Claims, any notices required to be given by the Named Insured will be submitted in writing to the Company, or its authorized representative. If mailed, the date of mailing of such notice will be deemed to be the date such notice was given and proof of mailing will be sufficient proof of notice. K. Assignment No assignment of interest of the Named Insured under this Policy is valid, unless the Company’s written consent is endorsed hereon. L. Liberalization If the Company obtains approval for any state filing in the jurisdiction in which this Policy is issued that would expand coverage under this Policy without additional premium at any time during the current Policy Period, the expanded coverage will immediately apply to this Policy, except that it will not apply to Claims that were first made against the Named Insured prior to the effective date of such approval. D42100 (03/15) 13 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A M. Examination of Named Insured’s Books and Records The Company may examine and audit the books and records of the Named Insured, as they relate to this Policy, at any time during the Policy Period and up to three (3) years afterward. N. Reimbursement While the Company has no duty to do so, if the Company pays Damages and Claim Expenses: (1) within the amount of the applicable deductible; or (2) in excess of the applicable limit of liability; or (3) under a reservation of rights to seek reimbursement, and it is determined that the Company is entitled to such reimbursement. Upon written demand, the Named Insured shall repay such amounts to the Company within thirty (30) days. Failure to pay any amount indicated may lead to termination of this Policy. O. Conformity to Law Any terms of this Policy which are in conflict with the terms of any applicable laws are hereby amended to conform to such laws. P. Representative of the Company Great American Insurance Group, Professional Liability Division, Post Office Box 1178, Cincinnati, OH, 45201 shall act on behalf of the Company for all purposes including, but not limited to, the giving and receiving of all notices and correspondence. In witness whereof the Company has caused this Policy to be signed by its President and Secretary. GREAT AMERICAN ASSURANCE COMPANY£ President Secretary D42100 (03/15) 14 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A GreatAmericanPLD.com Professional Liability PROFESSIONAL LIABILITY DIVISION Program Administrator 800-336-5422 Risk Management Services for Real Estate Professionals and Appraisers As part of our commitment to providing industry-leading service, Great American’s Professional Liability Division is pleased to o"er Risk Management Services to help real estate professionals and appraisers manage their existing and potential exposures. With our Risk Management Services, policyholders can receive: • Direct access to industry-leading Real Estate Professional Liability Defense Counsel • Assistance with questions regarding real estate professionals and appraisers practices and procedures, document review and other professional liability issues • Pre-claim assistance through our Risk Management Hotline How do I get more information? Great American Professional Liability Toll-Free Risk Management Hotline 855 424 2468 or 855 GAIC HOT Great American Insurance Group, 301 E. Fourth Street, Cincinnati, OH 45202. Coverage is summarized. Refer to the actual policy for a full description of applicable terms, conditions, limits and exclusions. Coverage is underwritten by Great American Assurance Company, a licensed insurer in all "fty states and the District of Columbia. The following registered service marks are owned by Great American Insurance Company: the Great American Insurance Group eagle logo and the word marks Great American# and Great American Insurance Group#. $ 2016 Great American Insurance Company. All rights reserved. 2964-PLD (7/16) DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A WHAT TO DO IF YOU HAVE A CLAIM OR A POTENTIAL CLAIM ONCE A CLAIM OR POTENTIAL CLAIM HAS BEEN MADE, IT IS IMPORTANT TO NOTIFY THE CARRIER IMMEDIATELY. THE FOLLOWING INFORMATION IS NEEDED: 1. A copy of any correspondence you have received. 2. If no correspondence has been received, provide a narrative signed and dated by a principal of the firm outlining the possible threat and the person or entity making the threat. 3. The period of time the services were performed. 4. A copy of your expiring Errors and Omissions Insurance Declaration page. 5. The potential damages or injury. 6. The date, time, and persons involved. 7. Your name, phone number, e-mail address, and fax number. Please refer to your policy for specific information regarding the policy terms, conditions and exclusions. Coverage cannot be determined until the information is received and reviewed by the Insurance Company. Contact Us The Herbert H. Landy Insurance Agency, Inc. 75 Second Ave • Suite 410 • Needham, MA 02494 800-336-5422 www.landy.com This information should be mailed, e-mailed, or faxed to: The Herbert H. Landy Insurance Agency, Inc. 75 Second Avenue Suite 410Needham, MA 02494 LQIR@landy.com Phone: 800-336-5422 Fax: Email: 800-344-542 pldclaims@gaig.com Fax: 855-806-8402 DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A BLANKET COVERAGE $500 DED 2,000,000.00 300,000.00 5,000.00 2,000,000.00 4,000,000.00 4,000,000.00 680-6F627604-17-42 02/22/2019 02/22/2020 4973454200 02/22/2019 02/22/2020 BUSINESS PERSONAL PROPERTY 680-6F627604-17-42 02/22/2019 02/22/2020 A B A 25674 32700 1,000,000.00 CERTIFICATE HOLDER IS ALSO ADDITIONAL INSURED Loveland, CO 80537 525 N Denver Ave 1401 S Taft Ave Ste 205 Loveland, CO 80537-6962 Mccarty Land And Water Valuation Inc (970) 622-9734 CITY OF FORT COLLINS - BUILDING DEPARTMENT 281 N COLLEGE AVE PO BOX 580 FORT COLLINS CO 80522 Northern Colorado Ins Srvs Inc Phone Fax (970) 663-6801 TRAVELERS PORPERTY CASUALTY OF AMERICA Auto Owners - Owners Company Y Y TERRI GIBSON (970) 622-9734 (970) 663-6801 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDLSUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ PRO- $ POLICY JECT LOC COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) QF The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE 05/23/19 terri.ncis@gmail.com DocuSign Envelope ID: A64E9CBE-AB2C-43AE-8C5B-BC4F218C447A