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275829 BONNIE ROERIG & ASSOCIATES LLC - CONTRACT - RFP - 8605 APPRAISAL SERVICES
Official 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 BONNIE ROERIG & ASSOCIATES, 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: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 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: Bonnie Roerig & Associates, LLC Attn: Bonnie Roerig 1873 S Bellaire Street, Ste 1222 Denver, CO 80222-4359 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. DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 3 of 20 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 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. DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 4 of 20 15. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 16. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire Agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., the Professional represents and agrees that: a. As of the date of this Agreement: 1. The Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. The Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. The Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. The Professional is prohibited from using the e-Verify Program or Department Program 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: DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 5 of 20 1. Notify such subcontractor and the City within three days that the Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that the Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. The Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If the Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, the Professional shall be liable for actual and consequential damages to the City arising out of the Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if 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: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 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: BONNIE ROERIG & ASSOCIATES, LLC By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 Bonnie Roerig Principal and Owner 6/25/2018 Assistant City Attorney 6/25/2018 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 BONNIE ROERIG & ASSOCIATES, 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: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 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: Bonnie Roerig & Associates, 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: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 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, Bonnie Roerig, MAI, AI-GRS, herein the “Appraiser,” will perform the requested services under this Agreement. It is understood that other appraisers in the employ of Professional may aid the Appraiser in the provision of services under this Agreement. However, Professional’s staff appraisers may not independently 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; DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 10 of 20 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. 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: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 Official Purchasing Document Last updated 10/2017 Professional Services Agreement – Work Order Type 8605 Appraisal Services Page 11 of 20 EXHIBIT D COMPENSATION 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: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 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: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 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: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 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: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 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: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 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: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 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: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 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: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 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: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- LOC JECT PRODUCTS - COMP/OP AGG OTHER: $ COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD RAP4118103-18 Herbert H. Landy Insurance Agency Inc. 75 Second Ave Suite 410 Needham, MA 02494-2876 Bonnie D. Roerig 1873 S. Bellaire Street, #1222 Denver, CO 80222 03/05/2018 03/05/2019 1,000,000 1,000,000 2,000,000 2,000,000 0.00 0.00 988.00 03/05/2003 D42100 (03/15) D42300 CO (05/13) IL7324 (08/12) D42412 (03/17) D42413 (06/17) DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 Bonnie D. Roerig ROEB81-2 03/05/2018 - 03/05/2019 RAP4118103-18 03/05/2018 1 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 Bonnie D. Roerig ROEB81-2 03/05/2018 - 03/05/2019 RAP4118103-18 03/05/2018 2 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 Administrative Offices 301 E 4th Street Cincinnati OH 45202-4201 513 369 5000 ph IL 7324(Ed. 0812) THIS ENDORSEMENT CHANGES YOUR POLICY. PLEASE READ IT CAREFULLY. ECONOMIC AND TRADE SANCTIONS CLAUSE This insurance does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit us f rom providing insurance. IL 7 3 2 4 (Ed. 08/12) DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 In accordance with the requirements of the state of Colorado, the following changes are made to the Policy: Section X. General Conditions, paragraph G. Cancellation/Nonrenewal is deleted and replaced with the following: G. Cancellation/Nonrenewal/Conditional Renewal (1) Cancellation (a) This Policy may be cancelled by the Named Insured by surrender of this Policy to the Company or by giving written notice of cancellation. (b) If this Policy has been in effect for sixty (60) days or more, or if this is a renewal of a policy the Company issued, the Company may cancel this Policy for one or more of the following reasons: i. nonpayment of premium; ii. a false statement knowingly made by the Named Insured on the application for insurance; or iii. a substantial change in the exposure or risk, other than that indicated on the application and underwritten as of the effective date of the Policy unless the Named Insured has notified the Company of the change and the Company has accepted the change. (c) The Company will give the Named Insured written notice of cancellation at least: i. 10 days prior to the effective date if cancellation is for nonpayment of premium; or ii. 45 days prior to the cancellation date if for any of the other reasons listed above. (2) Nonrenewal/Conditional Renewal (a) If the Company decides not to renew, increase the premium or reduce the coverage on renewal, the Company shall mail or deliver to the Named Insured written advance notice at least 45 days prior to the effective date of such decision. This provision will not apply where: Insured: Policy Period: Policy Number: Endorsement Effective Date: Endorsement: D42300 CO (05/13) Page 1 of 2 COLORADO AMENDATORY ENDORSEMENT Real Estate Appraisers Errors & Omissions Insurance Policy DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 i. the Named Insured fails to pay any premium deposit required by the Company for renewal; or ii. the Policy is in effect less than 60 days, unless it is a renewal policy. All notices will be delivered or mailed by first class mail to the Named Insured at the last known address as shown in the Companys records. If this Policy is cancelled, the Company will send the Named Insured any premium refund due. If cancelled by the Company, the refund will be pro rata. If the Named Insured cancels, the refund will be computed in accordance with the customary short rate table and procedure. Section X. General Conditions is amended to include the following: Q. Claims Information The Company shall furnish the Named Insured, upon request and within thirty (30) days thereafter, sufficient information about closed or paid Claims, Claims for which the Company has established reserves, and Claims for which the Company has received notices of occurrences which could give rise to Claims. D42300 CO (05/13) Page 2 of 2 COLORADO AMENDATORY ENDORSEMENT Real Estate Appraisers Errors & Omissions Insurance Policy Other than as stated above, nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, agreements or limitations of the Policy to which this endorsement is attached. DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 CO NOTICE (05 13) Page 1 of 2 COLORADO DISCLOSURE FORM CLAIMS-MADE POLICY IMPORTANT NOTICE TO POLICYHOLDER THIS DISCLOSURE FORM IS NOT YOUR POLICY. IT DESCRIBES SOME OF THE MAJOR FEATURES OF A CLAIMS-MADE POLICY FORM. READ YOUR POLICY CAREFULLY TO DETERMINE RIGHTS, DUTIES, AND WHAT IS AND IS NOT COVERED. ONLY THE PROVISIONS OF YOUR POLICY DETERMINE THE SCOPE OF YOUR INSURANCE PROTECTION. Your policy is a claims-made policy. It provides coverage only for injury or damage occurring after the policy retroactive date (if any) shown on your policy and if the incident is reported to your insurer prior to the end of the policy period. Upon termination of your claims-made policy an extended reporting period option is available from your insurer. There is no difference in the kind of injury or damage covered by occurrence or claims-made policies. Claims for damages may be assigned to different policy periods, depending on which type of policy you have. If you make a claim under your claims-made policy, the claim must be a demand for damages by an injured party and does not have to be in writing. Under most circumstances, a claim is considered made when it is received and recorded by you or by us. Sometimes, a claim may be deemed made at an earlier time. This can happen when another claim for the same injury or damage has already been made, or when the claim is received and recorded during an extended reporting period. PRINCIPAL BENEFITS This policy provides Appraisers Professional Liability Insurance up to the maximum dollar limit specified in the policy. The principal benefits and coverages are explained in detail in your claims-made policy. Please read it carefully and consult your insurance producer about any questions you might have. EXCEPTIONS, REDUCTIONS AND LIMITATIONS Your claims-made policy contains certain exceptions, reductions and limitations. Please read them carefully and consult your insurance producer about any questions you might have. RENEWALS AND EXTENDED REPORTING PERIODS Your claims-made policy has some unique features relating to renewal, extended reporting periods and coverage for events with long periods of potential liability exposure. DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 CO NOTICE (05 13) Page 2 of 2 If there is a retroactive date in your policy, no event or occurrence prior to that date will be covered under the policy even if reported during the policy period. It is therefore important for you to be certain that there are no gaps in your insurance coverage. These gaps can occur in several ways. Among the most common are: 1. If you switch from an occurrence policy to a claims-made policy, the retroactive date in your claims- made policy should be no later than the expiration date of the occurrence policy. 2. When replacing a claims-made policy with a claims-made policy, you should consider the following: a. The retroactive date in the replacement policy should extend far enough back in time to cover any events with long periods of liability exposure, or b. If the retroactive date in the replacement policy does not extend far enough back in time to cover events with long periods of liability exposure, you should consider purchasing extended reporting period coverage under the old claims-made policy. 3. If you replace this claims-made policy with an occurrence policy, you may not have insurance coverage for a claim arising during the period of claims-made coverage unless you have purchased an extended reporting period under the claims-made policy. Extended reporting period coverage must be offered to you by law for at least one year after the expiration of the claims-made policy at a premium not to exceed 200% of your last policy premium. CAREFULLY REVIEW YOUR POLICY REGARDING THE AVAILABLE EXTENDED REPORTING PERIOD COVERAGE, INCLUDING THE LENGTH OF COVERAGE, THE PRICE AND THE TIME PERIOD DURING WHICH YOU MUST PURCHASE OR ACCEPT ANY OFFER FOR EXTENDED REPORTING PERIOD COVERAGE. DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 D42100 (03/15) Great American Assurance Company Real Estate Appraisers Errors & Omissions Insurance Policy DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 D42100 (03/15) Real Estate Appraisers Errors & Omissions Insurance Policy Great American Assurance Company Professional Liability Division: Post Office Box 1178, Cincinnati, OH 45201 Table of Contents I. Insuring Agreement ....................................................................................................Page 1 II. Definitions...................................................................................................................Page 1 III. Exclusions...................................................................................................................Page 4 IV. Limits of Liability.......................................................................................................Page 6 V. Deductible...................................................................................................................Page 7 VI. Supplementary Payments............................................................................................Page 7 VII. Defense and Settlement...............................................................................................Page 8 VIII. Extended Reporting Periods .......................................................................................Page 9 IX. Notice of Claim.........................................................................................................Page 10 X. General Conditions ...................................................................................................Page 11 A. Assistance and Cooperation..........................................................................Page 11 B. Action against the Company.........................................................................Page 11 C. Bankruptcy....................................................................................................Page 12 D. Other Insurance.............................................................................................Page 12 E. Subrogation...................................................................................................Page 12 F. Changes.........................................................................................................Page 12 G. Cancellation/Nonrenewal..............................................................................Page 12 H. Territory........................................................................................................Page 13 I. Entire Contract .............................................................................................Page 13 J. Notices ..........................................................................................................Page 13 K. Assignment ...................................................................................................Page 13 L. Liberalization ................................................................................................Page 13 M. Examination of Named Insureds Books and Records .................................Page 14 N. Reimbursement .............................................................................................Page 14 O. Conformity to Law........................................................................................Page 14 P. Representative of the Company....................................................................Page 14 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 GREAT AMERICAN INSURANCE GROUP£ Headquarters: 301 E. Fourth Street, Cincinnati, Ohio 45202 THIS IS A CLAIMS MADE POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. In consideration of the payment of the premium and in reliance upon all statements made and information furnished to the insurance company identified in the Declarations (a stock insurance company, hereinafter called the Company), and subject to all terms, conditions, and limitations of the Policy, the Named Insured and the Company agree as follows. Section I. Insuring Agreement The Company will pay on behalf of the Named Insured all sums in excess of the deductible that the Named Insured becomes legally obligated to pay as Damages and Claim Expenses as a result of a Claim first made against the Named Insured and reported in writing to the Company during the Policy Period or Extended Reporting Period by reason of an act or omission, including Personal Injury, in the performance of Appraisal Services by the Named Insured, provided that: A. no such act or omission, or Related Act or Omission, was committed prior to the Retroactive Date; and B. prior to the inception date of the first policy issued by the Company, and continuously renewed, the Named Insured had no basis to believe that any such act or omission, or Related Act or Omission, might reasonably be expected to be the basis of a Claim. The Company has the right and duty to defend any Claim against the Named Insured even if any of the allegations of the Claim are groundless, false or fraudulent. Defense counsel may be designated by the Company or, at the Company’s option, by the Named Insured with the Company’s written consent and subject to the Company’s guidelines. Section II. Definitions A. Appraisal Services means services performed for others by the Named Insured in the capacity as a properly licensed or certified appraiser of real estate, notary public, or a member of a real estate accreditation, standards review or similar real estate board or committee; provided, however, Appraisal Services does not include the supervision of, subcontracting to, assignment to or referral of any portion of any contract, project or engagement by the Named Insured. B. Bodily Injury means physical injury, sickness or disease sustained by any person including death resulting from any of these at any time. Bodily Injury also means mental illness, mental anguish, emotional distress, pain, suffering, or shock sustained by any person, whether or not resulting from physical injury, sickness, disease or death of such person. C. Claim means: (1) a written demand for money or services received by the Named Insured; or (2) a civil proceeding in a court of law, or arbitration proceeding, against the Named Insured, commenced by the service of summons or receipt of an arbitration demand; arising out of an act or omission in the performance of Appraisal Services. D42100 (03/15) 1 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 D. Claim Expenses means: (1) fees and costs charged by attorneys designated by the Company or designated by the Named Insured with the Company’s prior written consent; (2) all other reasonable and necessary fees, costs and expenses resulting from the investigation, adjustment, negotiation, arbitration, mediation, defense or appeal of a Claim, if incurred by the Company or by the Named Insured with the Company’s prior written consent; and (3) premiums on appeal bonds, attachment bonds or similar bonds; provided, however, the Company is not obligated to apply for or furnish any such bond. Claim Expenses do not include fees, costs or expenses of employees or officers of the Company, or salaries, loss of earnings or other remuneration by or to the Named Insured. E. Company means the insurance company identified in the Declarations. F. Damages means any monetary judgment or award which the Named Insured is legally obligated to pay, including punitive or exemplary damages where insurable by law, and pre-judgment and post-judgment interest. Damages also means a monetary settlement to which the Company agrees on the Named Insureds behalf. However, Damages do not include: (1) the return, restitution, reduction, compromise or refund of fees, commissions, expenses or costs for Appraisal Services performed, or to be performed, by the Named Insured and injuries that are a consequence of any fees, commissions, expenses or costs charged by the Named Insured; (2) fines, penalties, forfeitures or sanctions; (3) the multiplied portion of any multiplied awards; (4) the cost of compliance with any order for, grant of, or agreement to provide non-monetary relief, including services or injunctive relief; or (5) any amounts uninsurable as a matter of law or public policy. G. Disciplinary Action means a proceeding before any state licensing board, local real estate board or other governmental body regulating professional conduct, alleging misconduct in providing Appraisal Services; provided, however, Disciplinary Action does not include any criminal charges. H. Discrimination Claims means any Claim arising out of Appraisal Services rendered on behalf of the Named Insured, alleging discrimination on the basis of race, creed, color, age, gender, national origin, religion, disability, marital status or sexual preference, including any resulting Personal Injury. I. Extended Reporting Period means the period of time after the end of the Policy Period for reporting Claims to the Company that are made against the Named Insured during the applicable Extended Reporting Period by reason of an act or omission, which was committed prior to the end of the Policy Period and on, or subsequent to, the Retroactive Date and is otherwise covered by this Policy. J. Fungi means any type or form of fungus, including mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by such fungus. K. Named Insured means the person specified in Item 1. in the Declarations. D42100 (03/15) 2 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 L. Personal Injury means injury other than Bodily Injury arising out of one or more of the following offenses, by reason of an act or omission by the Named Insured in the performance of Appraisal Services: (1) false arrest, detention or imprisonment; (2) malicious prosecution; (3) the wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, if such eviction, entry or invasion is by or on behalf of its owner, landlord or lessor; (4) oral or written publication, in any manner, of material that: (a) slanders or libels a person or organization or disparages a persons or organizations goods, products or services; or (b) violates a persons right of privacy; except, in either case, oral or written publication in any manner which arises out of advertising, broadcasting or telecasting activities conducted by, or on behalf of, the Named Insured. M. Policy Period means the period of time from the effective date stated in Item 3. in the Declarations to the earliest of the date of termination, expiration or cancellation of this Policy. N. Pollutants means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. Pollutants also include asbestos. O. Property Damage means: (1) physical injury to tangible property, including all resulting loss of use of that property; or (2) loss of use of tangible property that is not physically injured. P. Related Claims means all Claims arising out of a single act or omission or Related Act or Omission in the performance of Appraisal Services. Q. Related Act or Omission means all acts or omissions that are logically or causally connected by any common fact, circumstance, situation, transaction, event, advice or decision. R. Residential Real Property means a one to four family dwelling. S. Retroactive Date means the date stated in Item 7. in the Declarations. T. Security Incident means the unauthorized access to or use of data containing private or confidential information in connection with the performance of Appraisal Services, which results in the violation of any privacy regulation. D42100 (03/15) 3 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 Section III. Exclusions This Policy does not apply to any Claim: A. based on or arising out of any dishonest, intentionally wrongful, fraudulent, criminal or malicious act or omission by the Named Insured. The Company will provide the Named Insured with a defense of such Claim unless and until a final adjudication or finding of fact against, or admission by, the Named Insured establishes that the Named Insured committed such dishonest, intentionally wrongful, fraudulent, criminal or malicious act or omission. Such defense will not waive any of the Company’s rights under this policy. Upon establishing that the Named Insured committed a dishonest, intentionally wrongful, fraudulent, criminal or malicious act or omission, the Company will have the right to seek recovery of any Claim Expenses incurred on behalf of the Named Insured; B. based on or arising out of Bodily Injury or Property Damage; C. based on or arising out of discrimination, humiliation, harassment, or misconduct including, but not limited to, Claims based on allegations relating to an individuals race, creed, color, age, gender, national origin, religion, disability, marital status or sexual preference; provided, however, this exclusion does not apply to any Damages or Claims Expenses from Discrimination Claims up to the sub-limit provided pursuant to Section IV. F. of the Policy; D. based on or arising out of the insolvency or bankruptcy of the Named Insured; E. based on or arising out of: (1) any disputes involving the Named Insureds fees, commissions or charges; (2) the conversion, misappropriation, commingling or defalcation of funds or other property; (3) the failure to pay or collect premium, escrow or tax money; or (4) the gaining of any personal profit or advantage to which the Named Insured is not legally entitled; F. based on or arising out of the representation of clients in connection with any securities transaction (either registered or exempt) including, but not limited to, bond or other debt offerings, public stock offerings, property syndication or real estate investment trusts; G. based on or arising out of the actual or attempted purchase of property by the Named Insured or any entity in which the Named Insured has a financial interest; H. based on or arising out of the actual or attempted appraisal of property by the Named Insured, if on or after the date or time of the act or omission giving rise to such Claim: (1) the Named Insured owned such property in any part; (2) the Named Insured was the developer, builder, real estate broker or salesperson of such property; (3) such Appraisal Services were in exchange for stock, partial ownership or investment in such property; or (4) the Named Insured was employed or subcontracted by a real estate broker or sales person who was a party to any transaction involving the appraised property; D42100 (03/15) 4 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 I. based on or arising out of actual or attempted purchase of property by, or appraisal of property developed, constructed or owned by: (1) any entity in which the Named Insured has financial interest; (2) any entity which has any financial interest in the Named Insured; or (3) any entity which is under the same financial control as the Named Insured, provided that such financial interest existed at the time of the act or omission giving rise to the Claim; J. based on or arising out of any actual or alleged violation of: (1) The Employee Retirement Income Security Act of 1974; (2) The Securities Act of 1933; (3) The Securities Exchange Act of 1934; or (4) Any state Blue Sky or Securities law; or any rules, regulations or amendments issued in relation to such acts, or similar state or federal statutes or regulations, including any Claim based upon common law principles of liability; K. based on or arising out of any guarantee or promise of future status, performance or valuation in the course of performing Appraisal Services by the Named Insured; L. based on or arising out of: (1) the actual, alleged or threatened emission, discharge, dispersal, seepage, release or escape of Pollutants; (2) any injury, damage, payments, costs or expense incurred as a result of any testing for, monitoring, removal, containment, treatment, detoxification, neutralization or cleanup of Pollutants; or (3) the installation, removal, disposal, handling, use or existence of, exposure to, contact with, or ingestion of lead paint or any substance or matter containing lead paint or the residue of lead paint; M. based on or arising out of the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or presence of, any Fungi or bacteria on or within a building or structure, including its contents, regardless of whether any other cause, event, material or product contributed concurrently or in any sequence to the injury or damage; or any loss, cost or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating or disposing of, or in any way responding to, or assessing the effects of, Fungi or bacteria, by the Named Insured or by any other person or entity; N. based on or arising out of liability assumed by the Named Insured under any contract or agreement, unless such liability would have attached to the Named Insured even in the absence of such contract or agreement; O. based on arising out of actual or alleged misappropriation of trade secret or infringement of patent, copyright, trademark, trade dress or any other intellectual property right or unauthorized use of confidential, privileged or non-public material or information; D42100 (03/15) 5 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 P. based on or arising out of the sale of insurance, the failure to advise of the need for, or type of, insurance or failure to effect or maintain adequate levels of insurance; Q. based on or arising out of the alleged notarized certification or acknowledgement by the Named Insured of a signature on any document that the Named Insured did not witness being placed on the document; or R. based on or arising out of the rendering of, or failure to render, Appraisal Services by the Named Insured as an employee, owner, partner, stockholder, director or officer of any business enterprise not named in the Declarations. Section IV. Limits of Liability A. Damages Limit of Liability - Each Claim Subject to paragraph C. below, the Company’s liability for all Damages from each Claim first made and reported in writing to the Company during the Policy Period will not exceed the amount stated in Item 4.A. in the Declarations for "Damages Limit of Liability - Each Claim". B. Claim Expenses Limit of Liability - Each Claim Subject to paragraph D. below, the Company’s liability for all Claim Expenses from each Claim first made and reported in writing to the Company during the Policy Period will not exceed the amount stated in Item 4.B. in the Declarations for "Claim Expenses Limit of Liability - Each Claim". C. Damages Limit of Liability - Policy Aggregate The Company’s liability for all Damages from all Claims first made and reported in writing to the Company during the Policy Period will not exceed the aggregate amount stated in Item 4.C. in the Declarations as the "Damages Limit of Liability - Policy Aggregate". The limits of liability for Damages and Claim Expenses stated in the Declarations are the maximum amounts the Company will pay under this Policy for Damages and Claim Expenses, respectively, regardless of the number of Claims or claimants. D. Claim Expenses Limit of Liability - Policy Aggregate The Company’s liability for all Claim Expenses from all Claims first made and reported in writing to the Company during the Policy Period will not exceed the aggregate amount stated in Item 4.D. in the Declarations as the "Claim Expenses Limit of Liability - Policy Aggregate". E. Multiple Policies If this Policy and any other policy issued by the Company provide coverage for the same Claim against the Named Insured, the maximum limit of liability under all the policies combined shall not exceed the highest remaining applicable limit of liability for the Claim under any one policy. F. Limit of Liability Discrimination Claims The Companys liability for all Damages and Claim Expenses from all Discrimination Claims first made and reported in writing to the Company during the Policy Period will not exceed $100,000, which sum is within and not in addition to the Damages or Claim Expenses Limit of Liability Policy Aggregate stated in the Declarations. D42100 (03/15) 6 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 Section V. Deductible A. Subject to paragraph B. below, the deductible amount stated in Item 5.A. in the Declaration is the Named Insured’s obligation for each Claim and applies to the payment of Damages and Claim Expenses. The deductible will be paid by the Named Insured before the Company has any obligation under this Policy to pay any Damages or Claim Expenses as to any Claim. The limits of liability are in addition to, and in excess of, the deductible. B. The deductible amount stated in Item 5.B. in the Declarations is the Named Insureds maximum deductible obligation for all Claims. C. Related Claims made against the Named Insured and reported in writing to the Company under this Policy or under any renewal of this Policy will be considered a single Claim first made when the earliest of the Related Claims was first made and first reported in writing to the Company. A single deductible and single Each Claim Damages and Claim Expenses limit of liability shall apply to any such single Claim. D. If a Claim is resolved by settlement, with the consent of the Named Insured and the Company, as reflected in a settlement agreement, order, dismissal, or judgment, within one (1) year following the date that the Claim is reported in writing to the Company, the Named Insured will be reimbursed or credited 50% of the deductible, but not to exceed a maximum reimbursement of $5,000 per Claim and $25,000 for all such Claims during the Policy Period resolved or concluded in accordance with this section of the Policy. Section VI. Supplementary Payments The following supplementary payments are not subject to the deductible and are in addition to the limits of liability. A. Reimbursement for Loss of Earnings The Company will pay up to $500.00 for loss of earnings to the Named Insured for each day, or part of a day, the Named Insured is in attendance, at the Companys request, at a trial, hearing, mediation or arbitration proceeding involving a Claim against the Named Insured. The maximum amount payable, regardless of the number of trials, hearings, mediations or arbitration proceedings, shall be $7,500 per Claim and $25,000 for all Claims during the Policy Period. B. Disciplinary Actions The Company will reimburse the Named Insured for reasonable attorneys fees, costs and expenses incurred in responding to a Disciplinary Action first received by the Named Insured and reported in writing to the Company during the Policy Period by reason of an act or omission in the performance of Appraisal Services, provided that no act or omission alleged in the Disciplinary Action is the same as, or is a Related Act or Omission with, an act or omission alleged in a Claim made prior to the Retroactive Date or a notice of circumstance or potential claim given to a prior insurer. The maximum amount payable shall be $2,500 per Disciplinary Action and $25,000 for all Disciplinary Actions during the Policy Period, regardless of the number of Disciplinary Actions. The Company shall not be obligated to defend any Disciplinary Action, or pay any fine, penalty or award resulting from any Disciplinary Action. D42100 (03/15) 7 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 C. Subpoena Expenses The Company will pay expenses incurred while assisting the Named Insured in responding to a subpoena which the Named Insured first receives and reports in writing to the Company during the Policy Period resulting from the performance of Appraisal Services by the Named Insured, provided that the subpoena does not involve a circumstance or situation underlying or alleged in a Claim made prior to the Retroactive Date or a notice of circumstance or potential claim given to a prior insurer. The maximum amount payable, regardless of the number of subpoenas shall be $5,000. D. Security Incidents The Company will reimburse the Named Insured for the following response expenses incurred by the Named Insured in responding to a Security Incident the Named Insured first discovers and reports in writing to the Company during the Policy Period. The maximum amount payable shall be $10,000 for all Security Incidents discovered and reported during the Policy Period regardless of the number of Security Incidents. Security Incident response expenses are: (1) reasonable fees and expenses by cyber forensic analysts to determine the extent of the Security Incident; or (2) reasonable fees and expenses by attorneys or consultants to comply with federal, state or local privacy laws requiring that notification or credit monitoring services be provided to individuals when the security, confidentiality or integrity of their personal information has been compromised by the Security Incident. Section VII. Defense and Settlement A. The Company will have the right to make, with the consent of the Named Insured, any settlement of a Claim under this Policy. If the Named Insured refuses to consent to a settlement within the Policys applicable Damages limit of liability that is recommended by the Company and acceptable to the claimant, then the Companys maximum liability under this Policy for such Claim will be the sum of the Damages for which the Claim could have been settled and the Claim Expenses incurred up to the date on which the Named Insured refused to consent to the settlement. B. The Company is not obligated to pay any Damages or Claim Expenses, or to defend or continue to defend any Claim, after the Damages limit of liability has been exhausted, or after the Company has deposited the remaining Damages limit of liability into a court of competent jurisdiction or tendered the remaining Damages limit of liability to the Named Insured or, if applicable, to the excess insurer(s) of the Named Insured, regardless of whether the Claim Expenses limit of liability has been exhausted. C. After the Claim Expenses limit of liability applicable to any Claim is exhausted by payment of Claim Expenses, the Company is not obligated to pay any Claim Expenses or to defend or continue to defend such Claim and the Named Insured will assume the defense of such Claim. If any Damages limit of liability remains applicable to any such Claim, the Named Insured may not settle such Claim without the Company’s written consent, such consent not to be unreasonably withheld. D42100 (03/15) 8 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 Section VIII. Extended Reporting Periods A. Automatic Extended Reporting Period If this Policy is cancelled or non-renewed by either the Company or by the Named Insured, the Company will provide to the Named Insured an automatic, non-cancelable Extended Reporting Period starting at the termination of the Policy Period if the Named Insured has not obtained another policy of real estate appraisers errors and omissions insurance within sixty (60) days of the termination of the Policy Period. This automatic Extended Reporting Period will terminate after sixty (60) days. B. Optional Extended Reporting Period (1) If this Policy is cancelled or non-renewed by either the Company or by the Named Insured, then the Named Insured will have the right to purchase an optional Extended Reporting Period of one, two or three years. Such right must be exercised by the Named Insured within sixty (60) days of the termination of the Policy Period by providing: (a) a written request to the Company; and (b) with the written request, the amount of additional premium described below. (2) The non-refundable additional premium for the optional Extended Reporting Period shall be: (a) for a one (1) year Extended Reporting Period, 100% of the annual premium for the Policy; or (b) for a two (2) year Extended Reporting Period, 135% of the annual premium for the Policy; or (c) for a three (3) year Extended Reporting Period, 150% of the annual premium for the Policy. (3) The first sixty (60) days of the optional Extended Reporting Period, if it is purchased, shall run concurrently with the automatic Extended Reporting Period. C. Death or Disability Extended Reporting Period In the event the Named Insured dies or becomes permanently and totally disabled during the Policy Period, an unlimited Extended Reporting Period will be granted at no additional premium, provided that within ninety (90) days of the of the death or permanent and total disability: (1) the Named Insured or the Named Insureds estate requests the unlimited Extended Reporting Period; and (2) the Named Insureds estate furnishes written evidence and proof of the Named Insureds death or the Named Insured provides evidence and proof of the permanent and total disability, including the date of the actual disability and written certification by the Named Insureds attending physician. D42100 (03/15) 9 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 D. Retirement Extended Reporting Period (1) If, after the Named Insured reaches the age of 65, and having been continuously insured by the Company on a claims-made basis for a minimum of five (5) years, the Named Insured retires during the Policy Period, an unlimited Extended Reporting Period will be granted at no additional premium; or (2) If the Named Insured retires from the appraisal business during the Policy Period, an unlimited Extended Reporting Period can be purchased for a non-refundable additional premium of 160% of annual premium. Such right must be exercised by the Named Insured within sixty (60) days of the retirement by providing: (a) a written request to the Company; and (b) with the written request, the amount of additional premium described in paragraph D.2. above, if applicable. There shall be no right to the retirement Extended Reporting Period if the Named Insureds license has been suspended, revoked or surrendered at the request of any regulatory authority. E. Extended Reporting Period Limits of Liability The Damages limit of liability and Claim Expenses limit of liability of the Company for all Claims reported during any Extended Reporting Period will be part of and not in addition to the Damages limit of liability and Claim Expenses limit of liability, respectively, for the Policy Period set forth in Item 4. in the Declarations. F. Elimination of Right to Any Extended Reporting Period There is no right to any Extended Reporting Period if the Company cancels or refuses to renew this Policy due to: (1) nonpayment of amounts due under this Policy; (2) noncompliance by the Named Insured with any of the terms and conditions of this Policy; or (3) any material misrepresentation or omission in the application or the supplementary information and statements provided by the Named Insured for this Policy. G. Extended Reporting Period - Not a New Policy The Extended Reporting Period will not be construed to be a new policy and any Claim submitted during such period will otherwise be governed by this Policy. Section IX. Notice of Claim A. The Named Insured, as a condition precedent to the obligations of the Company under this Policy, will give written notice to the Company, as soon as reasonable, of any Claim made against the Named Insured. B. The Company further agrees that the Named Insured may have up to, but not to exceed, thirty (30) days after the Policy expiration to report in writing to the Company a Claim made against the Named Insured during the Policy Period, if the reporting of such Claim is as soon as reasonably possible. D42100 (03/15) 10 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 C. If during the Policy Period the Named Insured becomes aware of any act or omission which may reasonably be expected to be the basis of a Claim against the Named Insured, including, but not limited to, any notice, advice or threat, whether written or verbal, that any person or entity intends to hold the Named Insured responsible for any alleged act or omission and gives written notice to the Company with full particulars, including: (1) the specific act or omission; (2) the dates and persons involved; (3) the identity of anticipated or possible claimants; (4) the circumstances by which the Named Insured first became aware of the possible Claim; and (5) potential damages or injury; then any Claim that is subsequently made against the Named Insured arising out of such act or omission will be deemed to have been made on the date such written notice was received by the Company. D. Notices pursuant to the foregoing paragraphs must be mailed, faxed or emailed to the Company at the following address: (1) Emailed to: PLDClaims@gaig.com; (2) Fax to: 855-806-8402; or (3) Mailed to: Great American Insurance Group Professional Liability Division Attn: Claims Department P.O. Box 1178 Cincinnati, OH 45201 Section X. General Conditions A. Assistance and Cooperation (1) The Named Insured will cooperate with the Company and upon the Company’s request, attend hearings, depositions and trials and assist in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and in the conduct of suits and proceedings in connection with a Claim. (2) The Named Insured will assist in the enforcement of any right of contribution or indemnity against any person or organization who or which may be liable to the Named Insured in connection with a Claim. (3) The Named Insured will not, except at the Named Insured’s own cost, voluntarily make any payment of Claim Expenses or Damages, assume or admit any liability or incur any Claim Expenses or other expense without the prior written consent of the Company. B. Action against the Company (1) No action may be brought against the Company unless, as a condition precedent thereto: D42100 (03/15) 11 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 (a) the Named Insured has fully complied with all the terms of this Policy; and (b) until the amount of the Named lnsured’s obligation to pay has been finally determined either by judgment against the Named Insured after actual trial and appeal or by written agreement of the Named Insured, the claimant and the Company. (2) Nothing contained in this Policy will give any person or organization the right to join the Company as a defendant or co-defendant or other party in any action against the Named Insured to determine the Named Insured’s liability. C. Bankruptcy Bankruptcy or insolvency of the Named Insured or of the Named lnsured’s estate will not relieve the Company of any of its obligations hereunder. D. Other Insurance This Policy shall apply only as excess over, and shall not contribute with, any other valid and collectible policy or policies (except with respect to any excess beyond the amount or amounts of coverage under such other policy or policies), whether such other policy or policies are stated to be primary, contributory, excess, contingent, or otherwise. This Policy will not be subject to the terms of any other insurance. E. Subrogation In the event of any payment for any Claim under this Policy, the Company will be subrogated in the amount of such payment to all the Named lnsured’s rights of recovery against any person or organization. The Named Insured will execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Named Insured will do nothing to prejudice such rights. F. Changes Notice to any agent of the Company, or knowledge possessed by any such agent or by any other person, will not affect a waiver or a change in any part of this policy and will not prevent or preclude the Company from asserting or invoking any right or provision of this Policy. None of the provisions of this Policy may be waived, changed or modified except by a written endorsement issued by the Company to form a part of this Policy. G. Cancellation/Nonrenewal (1) This Policy may be cancelled by the Named Insured by returning it to the Company. The Named Insured may also cancel this Policy by giving written notice to the Company stating at what future date cancellation is to be effective. (2) The Company may cancel or non-renew this Policy by sending written notice to the Named Insured at the address last known to the Company. The Company will provide written notice at least sixty (60) days before cancellation or nonrenewal is to be effective. However, if the Company cancels this Policy because the Named Insured has failed to pay a premium when due, this policy may be canceled by the Company by mailing to the Named Insured written notice stating when, not less than ten (10) days thereafter, such cancellation will be effective. The time of surrender of the Policy or the effective date and hour of cancellation stated in the notice will become the end of the Policy Period. Delivery of such written notice either by the Named Insured or by the Company will be equivalent to mailing. D42100 (03/15) 12 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 (3) If the Company cancels this Policy, the earned premium will be computed pro rata. If the Named Insured cancels this Policy, the Company will retain the customary short rate proportion of the premium. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. (4) The offering of terms and conditions different from the expiring terms and conditions, including limits of liability, deductible or premium, shall not constitute a refusal to renew or a cancellation of this Policy. H. Territory This Policy applies to an act or omission taking place anywhere in the world provided that any suit is brought against the Named Insured within the United States of America, its territories or possessions, Puerto Rico or Canada. I. Entire Contract By acceptance of this Policy, the Named Insured attests that: (1) all of the information and statements provided to the Company by the Named Insured, including, but not limited to, the application and any supplemental information, are true, accurate and complete and will be deemed to constitute material representations made by the Named Insured; (2) this Policy is issued in reliance upon the Named Insured’s representations; (3) this Policy, endorsements thereto, together with the completed and signed application and any and all supplementary information and statements provided by the Named Insured to the Company (all of which are deemed to be incorporated herein), embody all of the agreements existing between the Named Insured and the Company and shall constitute the entire contract between the Named Insured and the Company; and (4) any material misrepresentation or concealment by the Named Insured or the Named Insured’s agent will render the Policy null and void and relieve the Company from all liability herein. J. Notices Other than Claims, any notices required to be given by the Named Insured will be submitted in writing to the Company, or its authorized representative. If mailed, the date of mailing of such notice will be deemed to be the date such notice was given and proof of mailing will be sufficient proof of notice. K. Assignment No assignment of interest of the Named Insured under this Policy is valid, unless the Company’s written consent is endorsed hereon. L. Liberalization If the Company obtains approval for any state filing in the jurisdiction in which this Policy is issued that would expand coverage under this Policy without additional premium at any time during the current Policy Period, the expanded coverage will immediately apply to this Policy, except that it will not apply to Claims that were first made against the Named Insured prior to the effective date of such approval. D42100 (03/15) 13 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 M. Examination of Named Insureds Books and Records The Company may examine and audit the books and records of the Named Insured, as they relate to this Policy, at any time during the Policy Period and up to three (3) years afterward. N. Reimbursement While the Company has no duty to do so, if the Company pays Damages and Claim Expenses: (1) within the amount of the applicable deductible; or (2) in excess of the applicable limit of liability; or (3) under a reservation of rights to seek reimbursement, and it is determined that the Company is entitled to such reimbursement. Upon written demand, the Named Insured shall repay such amounts to the Company within thirty (30) days. Failure to pay any amount indicated may lead to termination of this Policy. O. Conformity to Law Any terms of this Policy which are in conflict with the terms of any applicable laws are hereby amended to conform to such laws. P. Representative of the Company Great American Insurance Group, Professional Liability Division, Post Office Box 1178, Cincinnati, OH, 45201 shall act on behalf of the Company for all purposes including, but not limited to, the giving and receiving of all notices and correspondence. In witness whereof the Company has caused this Policy to be signed by its President and Secretary. GREAT AMERICAN ASSURANCE COMPANY£ President Secretary D42100 (03/15) 14 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 GreatAmericanPLD.com Professional Liability PROFESSIONAL LIABILITY DIVISION Program Administrator 800-336-5422 Risk Management Services for Real Estate Professionals and Appraisers As part of our commitment to providing industry-leading service, Great American’s Professional Liability Division is pleased to o"er Risk Management Services to help real estate professionals and appraisers manage their existing and potential exposures. With our Risk Management Services, policyholders can receive: • Direct access to industry-leading Real Estate Professional Liability Defense Counsel • Assistance with questions regarding real estate professionals and appraisers practices and procedures, document review and other professional liability issues • Pre-claim assistance through our Risk Management Hotline How do I get more information? Great American Professional Liability Toll-Free Risk Management Hotline 855 424 2468 or 855 GAIC HOT Great American Insurance Group, 301 E. Fourth Street, Cincinnati, OH 45202. Coverage is summarized. Refer to the actual policy for a full description of applicable terms, conditions, limits and exclusions. Coverage is underwritten by Great American Assurance Company, a licensed insurer in all "fty states and the District of Columbia. The following registered service marks are owned by Great American Insurance Company: the Great American Insurance Group eagle logo and the word marks Great American# and Great American Insurance Group#. $ 2016 Great American Insurance Company. All rights reserved. 2964-PLD (7/16) DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 WHAT TO DO IF YOU HAVE A CLAIM OR A POTENTIAL CLAIM ONCE A CLAIM OR POTENTIAL CLAIM HAS BEEN MADE, IT IS IMPORTANT TO NOTIFY THE CARRIER IMMEDIATELY. THE FOLLOWING INFORMATION IS NEEDED: 1. A copy of any correspondence you have received. 2. If no correspondence has been received, provide a narrative signed and dated by a principal of the firm outlining the possible threat and the person or entity making the threat. 3. The period of time the services were performed. 4. A copy of your expiring Errors and Omissions Insurance Declaration page. 5. The potential damages or injury. 6. The date, time, and persons involved. 7. Your name, phone number, e-mail address, and fax number. Please refer to your policy for specific information regarding the policy terms, conditions and exclusions. Coverage cannot be determined until the information is received and reviewed by the Insurance Company. Contact Us The Herbert H. Landy Insurance Agency, Inc. 75 Second Ave Suite 410 Needham, MA 02494 800-336-5422 www.landy.com This information should be mailed, e-mailed, or faxed to: The Herbert H. Landy Insurance Agency, Inc. 75 Second Avenue Suite 410 Needham, MA 02494 Attn: Cari Teague cari@landy.com Phone: 800-336-5422 781-292-5421 Fax: 800-344-542 781-292-5521 Email: pldclaims@gaig.com Fax: 855-806-8402 DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD SERVJE Jewell Services 06/20/2018 BONNRO0-01 B 4807629700 C 1412252 A BZW57763424 100,000 500,000 100,000 2,000,000 1,000,000 2,000,000 15,000 1,000,000 1,000,000 1,000,000 X X X X X X X 07/27/2017 07/27/2018 09/01/2017 09/01/2018 05/13/2018 05/13/2019 The Certificate Holder, the Owner, and any other required party is an Additional Insured on the General Liability and Business Automobile Liability, as required by written contract with the insured, per policy terms and conditions. Jewell Insurance Associates 8480 E. Orchard Rd., Suite 6200 Greenwood Village, CO 80111-5029 City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 Bonnie Roerig & Associates LLC 1873 S. Bellaire St #1222 Denver, CO 80222 Safeco Insurance Company Owners Insurance Company Pinnacol Assurance 39012 32700 41190 X X services@jewellins.com DocuSign Envelope ID: 98335A67-5309-44BB-BA8C-47C4B72ED9A1 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: 98335A67-5309-44BB-BA8C-47C4B72ED9A1