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HomeMy WebLinkAbout233831 FOSTER VALUATION COMPANY LLC - CONTRACT - RFP - 8605 APPRAISAL SERVICESOfficial Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 1 of 20 PROFESSIONAL SERVICES AGREEMENT WORK ORDER TYPE 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 FOSTER VALUATION COMPANY LLC, 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 any project Work Orders for 8605 Appraisal Services, issued by the City. A blank sample of a Work Order is attached hereto as Exhibit A, consisting of one (1) page and is incorporated herein by this reference. A general scope of services is attached hereto as Exhibit C, consisting of two (2) page(s) and is incorporated herein by this reference. The City reserves the right to independently bid any project rather than issuing a Work Order to the Professional for the same pursuant to this Agreement. Irrespective of references in Exhibit A to certain named third parties, the Professional shall be solely responsible for performance of all duties hereunder. The term “Work” as used in this Agreement shall include the services and deliverables contained in Exhibit A and any Work Orders issued by the City. The City may, at any time during the term of a particular Work Order and without invalidating such Work Order, make changes to the scope of the particular services. Such changes shall be agreed upon in writing by the parties by Change Order, a sample of which is attached hereto as Exhibit B, consisting of one (1) page and incorporated herein by this reference. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule stated on each Work Order. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated as specified on each Work Order. Time is of the essence. Any extensions of any time limit must be agreed upon in writing by the parties hereto. 4. Contract Period. This Agreement shall commence June 15, 2018, and shall continue in full force and effect until June 14, 2019, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. 5. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 2 of 20 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 address: Professional: City: Copy to: Foster Valuation Company LLC Attn: W. West Foster 910 54th Ave., Ste 210 Greeley, CO 80634 City of Fort Collins Attn: Helen Matson 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. 6. Design, Project Insurance 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, including but not limited to designs, plans, reports, specifications, and drawings 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 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 E, consisting of one (1) page, attached hereto and incorporated herein. 7. Compensation. In consideration of services to be performed pursuant to this Agreement, the City agrees to pay the Professional on a time and reimbursable direct cost basis designated in Exhibit D, consisting of one (1) page, attached hereto and incorporated herein by this reference. Each Work Order will contain a maximum fee, which shall be negotiated by the parties hereto for each such Work Order. Final payment shall be made following acceptance of the Work by the City on Net 30 days terms. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. 8. City Representative. The City will designate, prior to commencement of the 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. 9. Monthly Report. Commencing thirty (30) days after Notice to Proceed is given on any Work Order and every thirty days thereafter, the Professional is required to provide the City DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 3 of 20 Representative with a written report of the status of the Work with respect to the Work Order, Work Schedule and other material information. 10. Independent Contractor. The services to be performed by the 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 the 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 E, 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 this 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 this 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 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 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 4 of 20 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 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 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 5 of 20 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 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 F - Confidentiality, consisting of one (1) page, and Exhibit G – Federal Terms & Conditions, consisting of seven (7) pages, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 6 of 20 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: FOSTER VALUATION COMPANY, LLC By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 West Foster Partner 6/12/2018 Assistant City Attorney 6/12/2018 City Clerk Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 7 of 20 EXHIBIT A WORK ORDER FORM PURSUANT TO A MASTER AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND FOSTER VALUATION COMPANY, LLC WORK ORDER NUMBER: PROJECT TITLE: ORIGINAL BID/RFP NUMBER & NAME: 8605 Appraisal Services MASTER AGREEMENT EFFECTIVE DATE: June 1, 2018 WORK ORDER COMMENCEMENT DATE: WORK ORDER COMPLETION DATE: MAXIMUM FEE: (time and reimbursable direct costs): PROJECT DESCRIPTION/SCOPE OF SERVICES: Professional agrees to perform the services identified above and on the attached forms in accordance with the terms and conditions contained herein and in the Master Agreement between the parties. In the event of a conflict between or ambiguity in the terms of the Master Agreement and this Work Order (including the attached forms) the Master Agreement shall control. The attached forms consisting of ( ) page(s) are hereby accepted and incorporated herein, by this reference, and Notice to Proceed is hereby given after all parties have signed this document. PROFESSIONAL: Date: Name, Title ACCEPTANCE: Date: Name, Project Manager ACCEPTANCE: Date: Name, Real Estate Services REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 8 of 20 EXHIBIT B CHANGE ORDER NO. PROJECT TITLE: PROFESSIONAL: Foster Valuation Company, LLC WORK ORDER NUMBER: PO NUMBER: DESCRIPTION: 1. Reason for Change: Why is the change required? 2. Description of Change: Provide details of the changes to the Work 3. Change in Work Order Price: 4. Change in Work Order Time: ORIGINAL WORK ORDER PRICE $ .00 TOTAL APPROVED CHANGE ORDER .00 TOTAL PENDING CHANGE ORDER .00 TOTAL THIS CHANGE ORDER .00 TOTAL % OF THIS CHANGE ORDER % TOTAL C.O.% OF ORIGINAL WORK ORDER % ADJUSTED WORK ORDER COST $ .00 PROFESSIONAL: Date: Name, Title ACCEPTANCE: Date: Name, Project Manager ACCEPTANCE: Date: Name, Real Estate Services REVIEWED: Date: Name, Buyer or Senior Buyer ACCEPTANCE: Date: Gerry Paul, Purchasing Director (if greater than $60,000) DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 9 of 20 EXHIBIT C GENERAL SCOPE OF SERVICES A. General Information During the term of this Agreement, the City will request Appraisal Services assignments on an as needed basis. Professional’s approved appraiser, Jon Vaughan, MAI, SR/WA, herein the “Appraiser,” will perform the requested services under this Agreement. No other appraiser in the employ of Professional may provide services under this Agreement without the express written permission of the City. This Agreement is one of several for services under 8605 Appraisal Services. Funding for the City projects varies and the source of funding dictates specific appraiser requirements. B. Appraiser Requirements The Appraiser must be approved by the Colorado Department of Transportation and be listed on the list of Qualified Appraisers or Review Appraisers throughout the term of this Agreement. C. Work Orders Individual work assignments will be requested and agreed to utilizing the City’s standard Work Order (Exhibit A). Each Work Order form must include a start and completion date, total cost and a general summary of work. Subsequent supporting documentation pages may include a project schedule, deliverables, hours, cost detail supporting total cost, any subcontractors used, and personnel details. Fees outlined in the Work Order will conform with those in Exhibit D. No Work Order over $5,000 will be considered valid until signed, at a minimum, by the Professional, City project manager, Real Estate Services Department representative and Purchasing Department representative. Depending on the cost and nature of the work, additional signature authorization may be required. Any changes to the dates, cost or scope of any Work Order must be agreed upon in writing utilizing the City’s Change Order (Exhibit B) and will not be considered valid until signed, at a minimum, by the Professional, project manager, Real Estate Services Department representative, and Purchasing Department representative. Failure to meet any of the agreed upon terms of the Agreement and any subsequent Work Orders and change orders may result in the assessment of liquidated damages. See Exhibit D for additional information. D. Scope of Services Appraisal Services assignments may include any of the following: 1) Appraisal of entire parcel for acquisition by the City; 2) Partial acquisition appraisals, which considers the impact to the remainder; 3) Appraisals for City’s acquisition of conservation easements; 4) Review appraisals prepared by other consultants; 5) Provide litigation services on appraisals provided for City acquisitions that will be accomplished through eminent domain, if necessary; and, 6) Valuation of sand, gravel and water rights. DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 10 of 20 Deliverables For each Work Order assignment, the Professional will deliver one (1) hard copy and one (1) electronic copy of the final report and any other documentation required by the Work Order assignment. Timing The total time required varies depending on the nature of the property to be appraised, the nature of the property and/or property rights to be acquired, the availability of background information such as title commitments, final plans, legal descriptions and owner contact information. Completion times are typically between 30-60 days depending on project requirements. The applicable Work Order will state the required completion date DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 11 of 20 EXHIBIT D COMPENSATION Fees The following hourly rates include all costs and expenses.  Appraisal Services $200/hour  Expert Testimony $250/hour Occassionally, a specialist may also be necessary for analysis of trees, signage and substantial site improvements. Fees for specialty services to be subcontracted by the Professional are typically between $400-$1,000, which will be billed to the City at cost with no mark-up. Such third-party expenses shall be included in the Professional’s quote and the applicable Work Order. Liquidated Damages Due to the time sensitive nature of many of the City’s assignments, liquidated damages may be assessed for any delays that have not be approved by the City utilizing the Change Order. Liquidated damages may be assessed utilizing a percentage of the total fee on the following schedule: Week(s) Past Completion Date Liquidated Damages % of Total Fee Week 1 2.5% Week 2 5.0% Week 3 7.5% Week 4 + 10.0% Please note that the liquidated damages are cumulative. For example, if the deliverables are two weeks late, liquidated damages in the amount of 2.5% for Week 1 plus 5% for Week 2, would be assessed. The liquidated damages are deducted from the final payment to the Professional following completion and acceptance by the City of the work. A week is defined as 7 calendar days. DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 12 of 20 EXHIBIT E 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: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 13 of 20 EXHIBIT F 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: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 14 of 20 EXHIBIT G FEDERAL TRANSIT ADMINISTRATION FEDERALLY REQUIRED AND OTHER MODEL CONTRACT CLAUSES 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. 1. The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (31 U.S.C. 3801 et seq. 49 CFR Part 31 18 U.S.C. 1001 49 U.S.C. 5307) Program Fraud and False or Fraudulent Statements or Related Acts. 1. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. 2. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. 3. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3. ACCESS TO RECORDS AND REPORTS (49 U.S.C. 5325, 18 CFR 18.36 (i), 49 CFR 633.17) Access to Records - The following access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FTA Recipient or DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 15 of 20 a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 7. FTA does not require the inclusion of these requirements in subcontracts. DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 16 of 20 Requirements for Access to Records and Reports by Types of Contract Contract Characteristics Operational Service Contract Turnkey Construction Architectural Engineering Acquisition of Rolling Stock Professional Services I State Grantees a. Contracts below SAT ($100,000) None Those imposed on state pass thru to Contractor None None None None b. Contracts above $100,000/Capital Projects None unless1 non-competitive award Yes, if non- competitive award or if funded thru2 5307/5309/5311 None unless non-competitive award None unless non-competitive award None unless non-competitive award II Non State Grantees a. Contracts below SAT ($100,000) Yes3 Those imposed on state pass thru to Contractor Yes Yes Yes Yes b. Contracts above $100,000/Capital Projects Yes3 Yes Yes Yes Yes Sources of Authority: 1 49 USC 5325 (a) Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 17 of 20 a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 6. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS (FTA Circular 4220.1E) Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 18 of 20 7. ENERGY CONSERVATION REQUIREMENTS (42 U.S.C. 6321 et seq. 49 CFR Part 18) Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 8. TERMINATION (49 U.S.C. Part 18 FTA Circular 4220.1E) a. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the (Recipient) may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the (Recipient) that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the (Recipient), after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) The (Recipient) in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude (Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 19 of 20 9. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the City of Fort Collins. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City of Fort Collins, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 10. DISADVANTAGED BUSINESS ENTERPRISE (DBE) (49 CFR Part 26) of DBE subcontracting participation when specific contract goals have been established. Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency’s overall goal for DBE participation is 5 %. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the City of Fort Collins deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). c. The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. d. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor’s receipt of payment for that work from the City of Fort Collins. In addition, the contractor may not hold retainage from its subcontractors and is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed. e. The contractor must promptly notify the City of Fort Collins whenever a DBE subcontractor DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 20 of 20 performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the City of Fort Collins. 11. CITY OF FORT COLLINS BID PROTEST PROCEDURES The City of Fort Collins has a protest procedure, covering any phase of solicitation or award, including but not limited to specification or award. The protest procedures are available from the Purchasing Department, City of Fort Collins, 215 N. Mason, Street, 2nd Floor, P. O. Box 580, Fort Collins, CO. 80522. You may also request a copy of the procedures by emailing: Purchasing@fcgov.com or calling 970-221-6775. DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Aspen American Insurance Company 590 Madison Avenue, 7th Floor New York, NY 10022 877-245-3510 Aspen American Insurance Company Page 1 of 12 LIA002 (12/14) APPRAISAL AND VALUATION PROFESSIONAL LIABILITY INSURANCE POLICY THIS IS A CLAIMS MADE AND REPORTED POLICY. COVERAGE IS LIMITED TO LIABILITY FOR ONLY THOSE CLAIMS THAT ARE FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD AND THEN REPORTED TO THE COMPANY IN WRITING NO LATER THAN SIXTY (60) DAYS AFTER EXPIRATION OR TERMINATION OF THIS POLICY, OR DURING THE EXTENDED REPORTING PERIOD, IF APPLICABLE, FOR A WRONGFUL ACT COMMITTED ON OR AFTER THE RETROACTIVE DATE AND BEFORE THE END OF THE POLICY PERIOD. PLEASE READ THE POLICY CAREFULLY. Words and phrases that are in bold face type, other than headings, have the special meanings set forth in Section IV. DEFINITIONS. In consideration of and subject to payment of the premium, and in reliance upon the particulars, statements, representations, attachments and exhibits contained in and submitted with the Application which shall be the basis of this Policy and deemed to be incorporated herein, and subject to all the terms, conditions, limitations and any endorsements to this Policy, Aspen American Insurance Company (the “Company”) agrees with the Named Insured as follows: I. INSURING AGREEMENTS (A) The Company will pay on behalf of the Insured all sums in excess of the Deductible amount stated in the Declarations which the Insured becomes legally obligated to pay as Damages and Claims Expenses resulting from Claims first made against the Insured during the Policy Period, or Extended Reporting Period, if applicable, as a result of a Wrongful Act by the Insured, provided that: (1) such Wrongful Act was committed on or after the Retroactive Date and before the end of the Policy Period; and (2) prior to the beginning of the Policy Period, the Insured did not know or could not reasonably have expected that such Wrongful Act might give rise to a Claim. As a condition precedent to coverage, the Insured shall report all Claims in writing to the Company as soon as practicable, but in no event later than sixty (60) days after expiration or termination of this Policy, or during the Extended Reporting Period, if applicable. (B) The Insured shall not admit or assume liability for any Wrongful Act, or settle any Claim, or incur any expenses, including Claims Expenses, without the prior written consent of the Company. However, the Insured must take all reasonable action within its ability to prevent or mitigate any Claim which would be covered under this Policy. The Company has the right to make such investigation and conduct negotiations and, with the written consent of the Insured, effect settlement of any Claim as the Company deems reasonable. If the Insured refuses to consent to a settlement recommended by the Company and elects to contest or continue to contest the Claim, the Company’s liability shall not exceed the amount for which the Company would have been liable for Damages and Claims Expenses if the Claim had been so settled when and as so recommended, and the Company shall have the right to withdraw from the further defense of the Claim by tendering control of the defense thereof to the Insured. The operation of this paragraph shall be subject to the Limits of Liability and Deductible provisions of this Policy. The Company shall not be obligated to pay any Damages and/or Claims Expenses, or to undertake or continue the defense of any Claim after the applicable limit of the Company’s liability has been exhausted by payment of Damages and/or Claims Expenses or after deposit of the applicable limit of the Company’s liability with or subject to control of a court of competent jurisdiction. DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Aspen American Insurance Company Page 2 of 12 LIA002 (12/14) II. TERRITORY AND DEFENSE (A) The coverage afforded by this Policy applies worldwide, but only if the Claim is made in the United States of America, its territories and possessions, or Canada. (B) The Company has the sole right to appoint defense counsel and the right and duty to defend any Claim covered by this Policy made against the Insured. III. COVERAGE EXTENSIONS AND SUPPLEMENTAL PAYMENTS (A) CONFIDENTIALITY COVERAGE EXTENSION Subject to all other terms and conditions, a Wrongful Act covered under this Policy includes the Insured’s unintentional disclosure of confidential information in violation of applicable professional practice standards in the Insured’s rendering of Professional Services. (B) PERSONAL INJURY COVERAGE EXTENSION Subject to all other terms and conditions, a Wrongful Act covered under this Policy includes Personal Injury arising from the Insured’s rendering of Professional Services. (C) SPOUSAL COVERAGE EXTENSION If a covered Claim against an Insured arising out of a Wrongful Act committed on or after the Retroactive Date and before the end of the Policy Period includes allegations against the lawful spouse of such Insured solely by reason of (a) such spousal status or (b) such spouse’s ownership interest in property or assets that are sought as recovery for such Claim, any sums for which such spouse becomes legally obligated to pay on account of such Claim shall be deemed Damages. (D) SUPPLEMENTAL PAYMENTS Subject to all other terms and conditions, this Policy affords the following Supplemental Payments. Any payments made by the Company under this Section (D) shall not apply to the Deductible and shall not reduce the Limits of Liability: (1) Subpoena Response The Company will pay reasonable and necessary fees charged by attorneys designated by the Company, or designated by the Insured with the Company’s prior written consent, for assisting the Insured in responding to a subpoena which relates to a Wrongful Act committed by the Insured on or after the Retroactive Date and before the end of the Policy Period and which the Insured first receives and reports in writing to the Company during the Policy Period, or Extended Reporting Period, if applicable, provided that the subpoena does not involve: (a) a circumstance or situation underlying or alleged in a Claim made prior to the Retroactive Date; (b) a notice of circumstance or potential Claim given to a prior insurer; or (c) any Wrongful Act the Insured knew or reasonably could have expected prior to the beginning of the Policy Period, which might give rise to a subpoena and/or Claim. The maximum amount payable shall be $5,000 regardless of the number of subpoenas. Once the Company has incurred $5,000 of expenses for responding to a subpoena under this Section (D)(1), the Company shall deem that a Claim has been made. (2) Pre-Claim Assistance If during the Policy Period the Insured reports a specific Wrongful Act committed by the Insured on or after the Retroactive Date and before the end of the Policy Period in accordance with Section VI. CONDITIONS, Paragraph (A) of this Policy, the Company will pay reasonable and necessary attorney fees for investigation and monitoring of the Wrongful Act and for efforts to decrease the likelihood of an actual Claim, provided that: (i) The Company, in its sole discretion, selected such attorneys; or (ii) The Insured selected such attorneys with the Company’s prior written consent. DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Aspen American Insurance Company Page 3 of 12 LIA002 (12/14) Once $5,000 of expenses has been incurred for such attorney fees as set forth above in this Section III., COVERAGE EXTENSIONS AND SUPPLEMENTAL PAYMENTS, Paragraph (D) SUPPLEMENTAL PAYMENTS, Subparagraph (2) Pre-Claim Assistance, a Claim shall be deemed to have been made and any further expenses will be considered Claim Expenses to which the deductible and Limits of Liability apply. Until such time that a Claim arising from such specific Wrongful Act has or is deemed to have been made, any amounts incurred by the Company for such investigation shall be at the Company’s expense. If a Claim arising from such specific Wrongful Act has or is deemed to have been made, then this section would no longer apply and Section II., TERRITORTY AND DEFENSE would apply. (3) Disciplinary Proceedings If a Disciplinary Proceeding relating to a Wrongful Act by the Insured on or after the Retroactive Date and before the end of the Policy Period is commenced against the Insured during the Policy Period and reported to the Company within sixty (60) days of the Insured’s first receipt of notice of the Disciplinary Proceeding, the Company will reimburse the Insured for reasonable attorney's fees incurred in responding to the Disciplinary Proceeding, provided that the attorney is designated by the Company or by the Insured with the Company’s prior written consent. The maximum payment made by the Company pursuant to this Supplemental Payment shall be $2,500 for each Policy Period regardless of the number of Disciplinary Proceedings. The Company’s maximum obligation for the cumulative total of all Supplemental Payments under this Section (D)(3) concerning all Disciplinary Proceedings for which first notice is received by the Insured in the same Policy Period shall be $2,500, regardless of the number of years the Insured maintains insurance with the Company and shall not cumulate from year to year or period to period. The Company shall not pay Damages pursuant to this provision, including but not limited to any fines, sanctions or statutory penalties. (4) Loss of Earnings and Reimbursement of Expenses If the Insured is requested by the Company to attend hearings, depositions and trials relating to the defense of a Claim, the Company shall reimburse the Insured’s actual loss of earnings and reasonable actual expenses for such attendance up to $500 per day. The maximum payment made by the Company pursuant to this Supplemental Payment shall be $5,000 for each Policy Period. The Supplemental Payment under this Section D(4) does not apply to proceedings the Insured is legally required to attend as the result of court orders or subpoenas. The Company’s maximum obligation for the cumulative total of all Supplemental Payments under this Section (D)(4) concerning all Claims reported in the same Policy Period shall be $5,000, regardless of the number of years the Insured maintains insurance with the Company and shall not cumulate from year to year or period to period. The Company’s maximum obligation for the cumulative total of all Supplemental Payments under this Section (D) concerning: (i) the same or related Wrongful Act(s); or (ii) multiple appraisals or other work product concerning the same property, for the same or related client(s), or relating to the same or related borrower(s) or owner(s), shall be $5,000, regardless of the number of years the Insured maintains insurance with the Company and shall not cumulate from year to year or period to period. IV. DEFINITIONS (A) “Claim” means a demand received by the Insured and seeking Damages and/or Professional Services from the Insured arising out of one or more Wrongful Acts by the Insured or any Entity for whom the Insured is legally liable. A Claim also includes the service of suit, a request that an Insured waive a legal right or sign an agreement to toll a statute of limitations, or the institution of an arbitration proceeding against the Insured. (B) “Claims Expenses” mean: (1) Reasonable and necessary fees charged by an attorney(s) designated by the Company, or designated by the Insured with the Company’s prior written consent, to defend a Claim; and (2) All other reasonable and necessary fees, costs and charges, resulting from the investigation, adjustment, defense, negotiation, arbitration, mediation and appeal of a Claim, if incurred by the Company or by the DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Aspen American Insurance Company Page 4 of 12 LIA002 (12/14) Insured with the Company’s prior written consent, including premiums on appeal bonds, provided that the Company shall not be obligated to apply for or furnish such appeal bonds. The determination by the Company as to the reasonableness of Claims Expenses shall be conclusive on the Insured. Claims Expenses do not include salary charges, wages or expenses of partners, principals, officers, directors, members or employees of either the Company or Insured. Claims Expenses do not include loss of earnings or other remuneration by or to any Insured. (C) “Commercial Property” means any property other than: a single family residence; a single family vacant lot; a multifamily property of nine (9) or fewer units; or vacant land for a multifamily property of nine (9) or fewer units. (D) “Damages” means a compensatory monetary amount for which the Insured may be held legally liable, including judgments (inclusive of any pre- or post-judgment interest), awards, or settlements negotiated with the approval of the Company. Damages do not include: (1) any return, withdrawal, reduction or restitution of fees, expenses, costs, profits or other charges for Professional Services performed or to be performed by the Insured and injuries that are a consequence of the foregoing; (2) fines, sanctions, forfeitures, taxes or penalties; (3) any punitive or exemplary Damages or the multiple portion of any multiplied damage award; (4) attorney’s fees awarded pursuant to an agreement or contract; or (5) injunctive or declaratory relief. (E) “Disciplinary Proceeding” means any proceeding, investigation, inquiry or review by a state regulatory or disciplinary official, board or agency with authority over the Insured’s license or certification to provide Professional Services regarding alleged violations of applicable professional practice standards in the Insured’s performance of Professional Services. (F) “Entity” means any individual, sole proprietor, partnership, limited liability company or corporation or other form of business association recognized as such by law, but does not include any joint venture in which the Insured is a participant. (G) “Extended Reporting Period” means the applicable period of time after the end of the Policy Period for reporting Claims arising out of Wrongful Acts committed or alleged to have been committed prior to the end of the Policy Period and on or subsequent to the Retroactive Date, and otherwise covered by this Policy. (H) “Inception Date” means the effective date of the first Appraisal and Valuation Professional Liability Insurance Policy issued by the Company (or, if earlier, the first policy issued to the Named Insured as a member of the Appraisers Liability Insurance Purchasing Group) to the Named Insured and continuously renewed and maintained in effect to the inception of this Policy Period. (I) “Insured” means only the following: (1) The Named Insured designated in Item 1 of the Declarations, or by endorsement to this Policy; (2) Any person who is, was or hereafter becomes a partner, principal, officer, director, manager, member, or employee of the Named Insured, but only while acting on behalf of the Named Insured; (3) Any independent contractors or temporary personnel who are natural persons, but only while acting under the direct supervision and on behalf of the Named Insured; (4) The estate, heirs, executors, administrators, and legal representatives of an Insured, in the event of such Insured’s death, disability, incapacity, insolvency, or bankruptcy, but only to the extent such Insured would have otherwise been provided coverage under this Policy; and (5) The lawful spouse of any Insured solely by reason of: (a) The spousal status, or (b) A spouse's ownership interest in property or assets that are sought as recovery. DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Aspen American Insurance Company Page 5 of 12 LIA002 (12/14) This Definition (I)(5) shall not apply to the extent a Claim alleges any Wrongful Act or Personal Injury by such spouse. (J) “Mediation” means a non-binding process in which a neutral panel or individual assists the parties in reaching their own settlement. To be considered Mediation under this Policy, the process must be of a kind set forth in the Commercial Mediation Rules of the American Arbitration Association. The Company, however, at its sole option, may recognize any mediation process or forum presented for approval. (K) “Personal Injury” means false arrest, detention or imprisonment; malicious prosecution; publication or utterance of a libel or slander or other defamatory or disparaging material; publication or utterance in violation of an individual's right of privacy; wrongful entry or eviction; or invasion of the right of private occupancy. (L) “Policy Period” means the period of time specified in Item 2 of the Declarations, or any shorter period that may occur as a result of an expiration or cancellation of this Policy, and specifically excludes any Extended Reporting Period hereunder. (M) “Pollutants” means any solid, liquid, gaseous or thermal irritant or contaminant, including but not limited to asbestos, asbestos products, radon, formaldehyde, smoke, vapor, soot, fumes, acids, alkalis, chemicals, and “waste”. “Waste” includes materials to be recycled, reconditioned or reclaimed. (N) “Professional Services” means those services the Insured is legally qualified to perform for others in the Insured’s capacity as a Real Estate Appraiser and include expert witness, litigation support and consulting services performed in the Insured’s capacity as a Real Estate Appraiser and services as a Real Estate Appraiser on or for a professional peer review, licensing, certification or standards board or committee. (O) “Real Estate Appraiser” means an Entity engaged in the profession of estimating the value of real estate or performing real estate appraisal review for others for a fee, including services usually and customarily performed or rendered by a licensed or certified real estate appraiser. (P) “Retroactive Date” means the date specified in Item 4 of the Declarations. This Policy shall only apply to Claims resulting from Wrongful Acts committed on or after that date. (Q) “Wrongful Act” means any actual or alleged negligent act, error or omission, or Personal Injury in the rendering of Professional Services. V. EXCLUSIONS This Policy does not apply to, and the Company shall not be liable for Damages and/or Claims Expenses or have any duty to undertake or continue the defense of, any Claim made against an Insured: (A) Based upon, attributable to, or arising out of any deliberately dishonest, malicious, criminal or fraudulent act or omission or any willful violation of law by an Insured; however, this exclusion shall not apply to any Insured who did not commit, participate in, or have knowledge of any such act, omission or violation of law described in this exclusion. (B) By or on behalf of or with the assistance of any: (1) Insured; (2) Entity of which the Insured is a director, officer, partner, principal stockholder or employee; or (3) Entity under common ownership with the Insured. (C) Based upon, attributable to, or arising out of any actual or alleged discrimination, humiliation, harassment, or misconduct by the Insured because of race, creed, color, age, gender, sex, sexual preference or orientation, national origin, religion, disability, handicap, or marital status; however, the Company shall pay Claims Expenses for the defense of such Claims up to a maximum of $50,000 for the Policy Period, without the Company incurring any liability to pay Damages; provided, however, that the Company’s obligation to pay Claims Expenses does not extend to any complaint filed with any state or federal agency and to any Disciplinary Proceeding. (D) By a current or former employee, independent contractor or job applicant of the Insured in their capacity as such. (E) Based upon, attributable to, or arising out of bodily injury, sickness, disease, emotional distress, mental anguish, outrage, humiliation or death. DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Aspen American Insurance Company Page 6 of 12 LIA002 (12/14) (F) Based upon, attributable to, or arising out of any injury to or destruction of any tangible property including loss of use thereof. (G) Based upon, attributable to, or arising out of any liability assumed by the Insured under any contract or agreement, unless such liability would have attached to the Insured even in the absence of such contract or agreement. (H) Based upon, attributable to, or arising out of Professional Services involving property in which the Insured or a member of the Insured’s family has, had or contemplated having an ownership interest. (I) Based upon, attributable to, or arising out of Professional Services involving property for which the Insured, or an Entity in which the Insured is a partner, officer, director, stockholder or employee, acts as a real estate agent, broker or property manager. (J) Based upon, attributable to, or arising out of representations or warranties, express, implied or otherwise, made by the Insured pertaining to the guarantee of future value of property. (K) Based upon, attributable to, or arising out of the Insured’s activities as a property manager, appraisal management company, manager of mortgage-related services performed by independent contractors, real estate agent or real estate broker. (L) Based upon, attributable to, or arising out of: (1) Professional Services used or included in a solicitation, prospectus or offering to prospective investors, limited partners, members or shareholders in a real estate syndicate, real estate investment trust, limited partnership or other investment vehicle; or (2) alleged violations of the Securities Act of 1933 or 1934 and the amendments thereto, or any state blue sky or securities law or similar federal or state law. This exclusion shall not apply if the Insured’s appraisal or other work product was prepared for or on behalf of a mortgage lender, bank, savings and loan or credit union and was used or included in the solicitation, prospectus or offering without the Insured’s consent or knowledge. (M) Based upon, attributable to, or arising out of Professional Services performed without a valid license or certification, if required, in the jurisdiction in which the property is located; performed while the Insured’s license or certification in such jurisdiction was suspended; or performed in violation of any penal or criminal statute or ordinance. (N) Based upon, attributable to, or arising out of Professional Services involving undeveloped or vacant land whose proposed use is for multiple unit single family housing developments, condominium development, co- operative housing developments or apartment developments consisting of ten (10) units or more, unless the Insured’s appraisal or report is performed or supervised by and signed by an Insured who has been specifically approved by the Company to perform such Professional Services and is so indicated in an endorsement attached to and made part of this Policy. (O) Based upon, attributable to, or arising out of Professional Services involving Commercial Property unless the Insured’s appraisal or other work product is performed or supervised by and signed by an Insured who has been specifically approved by the Company to perform such Professional Services regarding Commercial Property and so indicated by being named in an endorsement attached to and made a part of this Policy. (P) Based upon, attributable to, or arising out of the insolvency of the Insured. (Q) Based upon, attributable to, or arising out of the appraisal or appraisals of two or more properties: (1) that were sold within the twelve months prior to, or had another sale pending at, the time of the appraisal(s); (2) where the Insured knew of or should have discovered such sale or pending sale by consulting usual and customary data sources; and (3) where the Insured failed to note such sale or pending sale on the appraisal. (R) Based upon, attributable to, or arising out of punitive, exemplary or multiple damage awards or attorney fee awards or any other type of non-compensatory damage awarded pursuant to the "Deceptive Trade Practices DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Aspen American Insurance Company Page 7 of 12 LIA002 (12/14) Act", "Consumer Protection Act," "Federal Racketeer Influenced and Corrupt Organization Act," “United States of America CAN-SPAM Act of 2003,” “United States of America Telephone Consumer Protection Act (TCPA) of 1991” and any amendments thereof; or any similar statutes, ordinance, rule or regulation of any agency or State relating to the communication, distribution, publication, sending or transmitting of content, information or material. (S) Based upon, attributable to, or arising out of: (1) diminution of value, which would not have occurred in whole or in part had there not been actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of Pollutants at any time; (2) any request, demand or order to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of Pollutants; (3) testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of Pollutants; or (4) the Insured noting or failing to note the presence or absence of any Pollutants; Provided that this exclusion (S) shall not apply to the extent of any express Pollutants-related endorsement to this Policy purchased by the Insured and attached to and made part of this Policy. VI. CONDITIONS (A) REPORTING OF WRONGFUL ACTS THAT MAY GIVE RISE TO A CLAIM If during the Policy Period the Insured becomes aware of a specific Wrongful Act that may reasonably be expected to give rise to a Claim against the Insured, and if the Insured reports such specific Wrongful Act to the Company during the Policy Period in writing, then any Claim subsequently arising from such specific Wrongful Act duly reported in accordance with this paragraph shall be deemed under this Policy to be a Claim made during the Policy Period. Such written notice to the Company shall include: (1) particulars as to the reasons for anticipating such a Claim; (2) the nature and dates of the alleged Wrongful Act; (3) the alleged injuries or Damages sustained; (4) the names of potential claimants, if available; and (5) the manner in which the Insured first became aware of the specific Wrongful Act. (B) NOTICE OF CLAIM OR WRONGFUL ACTS In the event of a Claim, the Insured shall as a condition precedent to the coverage afforded by this Policy: (1) Give written notice of the Claim as soon as practicable after the Claim is first made, but in no event later than sixty (60) days after expiration or termination of this Policy, or during the Extended Reporting Period, if applicable, to the Company’s designated program administrator at the address in Item 7 of the Declarations. (2) Upon giving notice of the Claim, immediately forward to the Company’s designated program administrator at the address in Item 7 of the Declarations every demand, notice, summons, complaint or other document received in connection with the Claim by the Insured and any other relevant information requested by the Company’s program administrator including complete copies of the appraisal(s) or other work product giving rise to the Claim. (3) Notice of any Claim or specific Wrongful Act shall not be effective until the date of receipt by the Company’s program administrator at the address in Item 7 of the Declarations. (C) COOPERATION The Insured shall cooperate with the Company and attorneys representing the Insured in connection with the defense or handling of any Claim, subpoena or pre-claim investigation. Upon the Company’s or defense counsel’s request, the Insured shall, without charge, meet with and assist attorneys representing the Insured, assist with the preparation of responses to discovery and other requests for information, assist in effecting settlement, obtain the attendance of witnesses, and/or submit to examination and questioning by a DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Aspen American Insurance Company Page 8 of 12 LIA002 (12/14) representative of the Company (under oath if requested). The Insured shall, without charge, provide the Company and attorneys representing the Insured with all available information, records and documentation relevant to any matter under investigation by the Company or to any Claim, subpoena or pre-claim investigation. Upon the Company’s request, the Insured shall attend and testify at hearings, depositions and trials relative to the defense of a Claim. The Insured shall take such action as may be necessary to secure and effect any rights of indemnity, contribution or apportionment which the Insured and/or the Company may have. (D) LIMITS OF LIABILITY AND RELATED CLAIMS The Company’s maximum liability for all Damages and Claims Expenses resulting from each Claim shall be the Limit of Liability for each Claim set forth in Item 6(A) of the Declarations. The Company’s maximum aggregate liability for all Damages and Claims Expenses resulting from all Claims covered by this Policy shall be the aggregate Limit of Liability for all Claims set forth in Item 6(B) of the Declarations. Two or more Claims based upon, attributable to or arising out of: (i) the same or related Wrongful Act(s); or (ii) multiple appraisals or other work product concerning the same property, for the same or related client(s), or relating to the same or related borrower(s) or owner(s) shall be treated as a single Claim regardless of whether made against one or more than one Insured. All Claims based upon, attributable to or arising out of: (i) the same or related Wrongful Act(s); or (ii) multiple appraisals or other work product concerning the same property, for the same or related client(s), or relating to the same or related borrower(s) or owner(s) shall be considered first made within the Policy Period in which the earliest of such Claims was first made, or deemed to be made pursuant to Conditions (A) of this Policy, and all such Claims shall be subject to the single Limit of Liability set forth in Item 6(A) of the Declarations for the applicable Policy Period. No coverage shall exist by virtue of this paragraph for any Claim which would not otherwise have been covered by a policy issued by the Company. The Limits of Liability of the Company for the Extended Reporting Period, if applicable, shall be part of, and not in addition to, the Limits of Liability of the Company for the Policy Period. Any payment of Damages and/or Claims Expenses by the Company shall reduce the Limits of Liability. Claims made against more than one Insured under this Policy shall not operate to increase the limit of the Company’s liability. (E) DEDUCTIBLE The Deductible stated in Item 3 of the Declarations shall only apply to Damages. The Company shall only be liable for those amounts payable under this Policy for Damages which are in excess of the Deductible amount stated in Item 3 of the Declarations. The Deductible shall apply separately to each Claim and shall be borne by the Insured and remain uninsured. The Insured shall be liable for the Deductible amount set forth in Item 3 of the Declarations for each Claim. The Deductible shall not reduce or increase the Limits of Liability. For purposes of the Deductible, two or more Claims treated as a single Claim under Conditions (D) shall only be subject to one Deductible amount. The Insured shall promptly make any required Deductible payments within thirty (30) days of written demand by the Company. The Company shall have no obligation to make payments within the Deductible and to then seek reimbursement from the Insured. (F) DEDUCTIBLE CREDITS (1) Early Resolution of Claims Deductible Credit If within one year of being reported in accordance with Conditions (B) of this Policy, or within one year of being deemed to be made pursuant to Conditions (A) of this Policy, a Claim is fully and finally resolved to the satisfaction of all parties, including the Company, and all Damages and Claims Expenses arising from such Claim have been paid, the Insured’s Deductible obligation for such Claim shall be reduced by 25% up to a maximum reduction of $5,000. (2) Mediation of Claims Deductible Credit DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Aspen American Insurance Company Page 9 of 12 LIA002 (12/14) If a Claim is fully and finally resolved to the satisfaction of all parties including the Company as a result of Mediation, the Insured’s Deductible obligation for such Claim shall be reduced by 50% up to a maximum reduction of $5,000. (G) ACQUISITION OR CREATION OF ANOTHER ENTITY If during the Policy Period, the Named Insured acquires or creates another Entity in which the Named Insured has an ownership interest of greater than 50%, such Entity shall be considered an Insured under this Policy, but only for Wrongful Acts committed after the date of such acquisition or creation. As a condition precedent to coverage under this Condition (G), the Named Insured shall give written notice to the Company of the acquisition or creation of such Entity no later than ninety (90) days after the effective date of such acquisition or creation, together with such information that the Company may require. Upon receipt of notice of such acquisition or creation, the Company may at its sole option agree to appropriately endorse this Policy subject to additional premium and/or changed terms and conditions. If the Named Insured does not agree to the additional premium and/or changed terms and conditions, if any, coverage otherwise afforded under this provision for such acquired or created Entity shall terminate ninety (90) days after the effective date of such acquisition or creation, or at the end of the Policy Period, whichever is earlier. If the Named Insured ceases to have an ownership interest of greater than 50% in such acquired or created Entity, coverage otherwise afforded under this provision shall terminate effective on the date such ownership interest ceases. (H) NOTICE OF CANCELLATION (1) Cancellation by Named Insured. This Policy may be cancelled by the Named Insured by surrender of this Policy to the Company or by giving written notice to the Company stating when thereafter such cancellation shall be effective. If this Policy is cancelled by the Named Insured, the Company shall retain the customary short rate proportion of the premium hereon, except as otherwise provided in this Policy. (2) Cancellation by the Company. The Company may cancel this Policy for material change in the risk, for any material misrepresentation in the Application for this Policy, or for nonpayment of premium or Deductible. The Company may with respect to any one or more Insureds, rescind or revoke coverage for any revocation, suspension or surrender of the Insured’s professional license or right to practice his profession. Notice of cancellation shall be mailed to the Named Insured by first class U.S. mail, or other form of mailing as required by the state in which the Named Insured is located, to the Named Insured’s address shown in Item 1 of the Declarations. Written notice shall state when, but not less than sixty (60) days thereafter (or ten (10) days thereafter when cancellation is due to non-payment of premium or Deductible), the cancellation shall be effective. The mailing of such notice of cancellation shall be sufficient proof of notice and this Policy shall terminate at the date and hour specified in such notice. If this Policy is cancelled by the Company, the Company shall retain the pro rata proportion of the premium hereon. (3) Certificates of Insurance/Notice of Cancellation. At the request of the Named Insured and at the discretion of the Company, before and during the Policy Period, the Company may issue certificates of insurance to third-party certificate holders, who are not Insureds, evidencing coverage of Insureds under this Policy which require thirty (30) days written notice of cancellation to such certificate holder(s). In the event that the Company has issued any certificate(s) of insurance requiring thirty (30) days written notice of cancellation of this Policy to a third-party certificate holder and notwithstanding any shorter period that would otherwise be permitted in Sections (1) and (2) above: (a) If cancellation is requested by the Named Insured, then the earliest effective date of cancellation shall be no earlier than thirty (30) days following the expiration of three (3) business days after the Company received written notice of the request to cancel from the Named Insured; (b) If cancellation is by the Company, then the earliest effective date of cancellation shall be sixty (60) days from the date of mailing of the Company’s notice of cancellation to the Named Insured, or thirty (30) days when cancellation is due to non-payment of premium or Deductible; and (c) The Company shall mail notice of cancellation by first class U.S. mail to the third-party certificate holder(s) requiring notice at least thirty (30) days before the effective date of the cancellation. (I) NOTICE OF NON-RENEWAL DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Aspen American Insurance Company Page 10 of 12 LIA002 (12/14) The Company may non-renew this Policy by mailing written notice to the Named Insured by first class mail, or other form of mailing as required by the state in which the Named Insured is located, to the Named Insured’s address shown in Item 1 of the Declarations. Written notice shall state when, but not less than sixty (60) days thereafter, the non-renewal shall be effective. (J) EXTENDED REPORTING PERIOD OPTIONS The following two options are available under this Policy with respect to the purchase of an Extended Reporting Period: (1) In case of cancellation or non-renewal of this Policy by either the Named Insured or the Company, for reasons other than material misrepresentation in the Application for this Policy or non-payment of premium or Deductible, the Named Insured shall have the right as outlined below to purchase an Extended Reporting Period under this Policy subject to all other terms, conditions, limitations of and any endorsements to this Policy: (a) for a period of one year for an additional premium of 100% of the total annual premium; (b) for a period of two years for an additional premium of 135% of the total annual premium; (c) for a period of three years for an additional premium of 170% of the total annual premium; or (d) for a period of five years for an additional premium of 200% of the total annual premium. The applicable period of the Extended Reporting Period under this Section (1) shall immediately commence on the effective date of such cancellation or refusal to renew but only with respect to any Wrongful Act first committed on or after the Retroactive Date and before the date of such cancellation or non-renewal. (2) In the case of cancellation or non-renewal of this Policy by the Named Insured due to retirement from the active rendering of all Professional Services for which the Named Insured has been covered under the Policy, the Named Insured shall have the right to purchase an unlimited extension of the time for reporting Claims under this Policy, subject to all other terms, conditions, limitations of and endorsements to this Policy. The Extended Reporting Period under this Section (2) shall only apply to any Wrongful Act first committed on or after the Retroactive Date and before the cancellation or failure to renew. The option is only available if: (a) the Named Insured was continuously Insured with the Company for at least five (5) consecutive years; and (b) the Named Insured has performed Professional Services on a full-time basis for at least twenty (20) years or is age 65 or older. The premium for this unlimited Extended Reporting Period shall be 300% of the Company's total annual premium. However, if the Named Insured: (a) otherwise qualifies pursuant to the foregoing requirements for the unlimited Extended Reporting Period due to retirement; and (b) is the only appraiser of the Named Insured: (i) at the time of the Application for this Policy; and (ii) prior to his/her retirement from the active rendering of all Professional Services for which the Named Insured has been covered under the Policy, Then the Company will waive the premium otherwise stated for this unlimited Extended Reporting Period. The following additional terms and conditions apply to either of the Extended Reporting Period options set forth above: The offer of renewal terms, conditions, Limits of Liability and/or premiums different from those of this Policy shall not constitute a cancellation or refusal to renew. DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Aspen American Insurance Company Page 11 of 12 LIA002 (12/14) The Extended Reporting Period shall terminate on the effective date and hour of any other insurance issued to the Named Insured or successor to the Named Insured which replaces, in whole or in part, the coverage afforded by the Extended Reporting Period. As a condition precedent to the Named Insured’s right to purchase the Extended Reporting Period, the full premium and any Deductible(s) due for this Policy and Policy Period must have been paid. The Named Insured’s right to elect the Extended Reporting Period must be exercised by notice in writing not later than sixty (60) days following the non-renewal or cancellation date of this Policy, and must include payment of premium, if any, for the applicable Extended Reporting Period as well as payment of all premiums and any Deductible(s) due the Company. If such notice is not so given to the Company, the Named Insured shall not, at a later date be able to exercise such right. At the commencement of any Extended Reporting Period, the entire premium thereafter shall be deemed earned and in the event the Named Insured terminates the Extended Reporting Period before its expiration date, the Company shall not be liable to return to the Named Insured any portion of the premium for the Extended Reporting Period. The fact that this Policy may be extended by virtue of an Extended Reporting Period shall not in any way increase the Limits of Liability as set forth in the Declarations. The Extended Reporting Period shall be renewable at the sole option of the Company. (K) OTHER INSURANCE If any Claim or Wrongful Act noticed to the Company under this Policy is insured by another valid policy or policies, then this Policy shall apply only in excess of the amount of any deductibles, retentions and limits of liability under such other policy or policies, whether such other policy or policies are stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written specifically excess of this Policy by reference in such other policy to the Policy Number indicated on this Policy's Declarations. (L) SUBROGATION In the event of any payment under this Policy, the Company shall be subrogated to all of the Insured’s rights of recovery against any person or organization, and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing after a Claim is made to prejudice such rights. The Company hereby waives its subrogation rights against a client of the Insured to the extent that the Insured had, prior to a Claim, or a Wrongful Act reasonably expected to give rise to a Claim, entered into a written agreement to waive such rights. Any amount recovered upon the exercise of such rights of subrogation shall first be applied to the repayment of expenses incurred by the Company toward subrogation, second toward reimbursement of any payments made by the Insured pursuant to the Insured’s Deductible, and any remaining balance shall be the Company’s. (M) ALTERATION AND ASSIGNMENT No change in, modification of, or assignment of interest under this Policy shall be effective except when made by written endorsement by an authorized representative of the Company. (N) REIMBURSEMENT OF THE COMPANY If the Company has paid any Damages and/or Claims Expenses in excess of the applicable Limit of Liability or within the amount of the applicable Deductible, the Insured shall be liable to the Company for any and all such amounts and, upon demand, shall pay such amounts to the Company promptly. (O) ENTIRE CONTRACT By acceptance of this Policy the Insured agrees that the statements in the Declarations and Application are its agreements and representations, that this Policy is issued in reliance upon the truth of such representations and that this Policy embodies all agreements existing between the Insured and the Company. (P) AUDIT DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 Aspen American Insurance Company Page 12 of 12 LIA002 (12/14) The Company may examine and audit the Insured’s books and records at any time during the Policy Period and within three (3) years after termination of this Policy to the extent such books and records relate to the subject matter of this Policy. (Q) NAMED INSURED SOLE AGENT The Named Insured shall be the sole agent of all Insureds hereunder for the purpose of effecting or accepting any amendments to or cancellation of this Policy, for the purpose of receiving such notices as may be required by law and/or any provision(s) of this Policy, for the completing of any Application and the making of any representations, for the payment of any premium and the receipt of any return premium that may become due under this Policy, for the payment of any Deductible obligations that may become due under this Policy, and the exercising or declining to exercise any right under this Policy, including declining or exercising any Extended Reporting Period. (R) BANKRUPTCY OR INSOLVENCY The bankruptcy or insolvency of any Insured or an Insured’s estate will not relieve the Company of its obligations under this Policy. (S) COMPLIANCE WITH TRADE SANCTIONS This insurance does not apply to the extent that trade or economic sanctions or other similar laws or regulations prohibit the Insurer from providing insurance. IN WITNESS WHEREOF, the Company has caused this Policy to be executed and attested, but this Policy shall not be valid unless countersigned on the Declarations page by a duly authorized representative of the Company. ________________________________ ________________________________ PRESIDENT SECRETARY DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 1 W. West Foster From: USAA <USAA.Customer.Service@mailcenter.usaa.com> Sent: Thursday, March 17, 2016 10:41 AM To: W. West Foster Subject: USAA Auto Insurance Confirmation To ensure delivery to your inbox, please add USAA.Customer.Service@mailcenter.usaa.com to your address book. Right-click here to download pictures. To help protect your privacy, Outlook prevented automat this picture from the Internet. Auto Insurance Confirmation View Accounts | Privacy Promise | Contact Us USAA SECURITY ZONE W Foster USAA # ending in:8486 Dear W W Foster, Please use this as confirmation of auto insurance; however, this does not take the place of an insurance identification card. Registered owner : W WEST FOSTER SUE ANNE FOSTER Policy #: USAA 010378486 7101 Policy effective: November 28, 2015 Policy expiration: May 28, 2016 Vehicle: 2016 JEEP G.CHER VIN : 1C4RJFCTXGC359443 Bodily injury liability limit: $1,000,000 each person / $1,000,000 each accident Property damage liability limit: $100,000 each accident Comprehensive deductible: $500 Collision deductible: $500 Additional insured: CITY OF FT COLLINS 215 N MASON ST 2ND FLOOR FORT COLLINS, CO USA 80522 This confirmation of coverage neither affirmatively nor negatively amends, extends or alters the coverage given by the policy issued by United Services Automobile Association. Thank you for choosing us for your auto insurance needs. If you have questions, please call us at 210-531-USAA (8722), our mobile shortcut #8722 or 800-531-8722. Thank you, United Services Automobile Association Right-click here to download pictures. To help protect your privacy, Outlook prevented automatic download of this picture from the Internet. Right-click here to download pictures. To help protect your privacy, Outlook prevented automatic download of this picture from the Internet. United Services Automobile Association, 9800 Fredericksburg Road, San Antonio, Texas 78288 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 2 Privacy Promise Please do not reply to this e-mail. To contact USAA, visit our secure contact page. 93127-0415 DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153 2 49 CFR 633.17 3 18 CFR 18.36 (i) 4. FEDERAL CHANGES (49 CFR Part 18) Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 5. CIVIL RIGHTS REQUIREMENTS (29 U.S.C. § 623, 42 U.S.C. § 2000 42 U.S.C. § 6102, 42 U.S.C. § 12112 42 U.S.C. § 12132, 49 U.S.C. § 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq.) Civil Rights - The following requirements apply to the underlying contract: 1. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2. Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: DocuSign Envelope ID: E02EADA4-5B85-4C77-AAAE-EE6BCE613153