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HomeMy WebLinkAboutC18-044 Chrysalis Valuation ConsultantsAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND CHRYSALIS VALUATION CONSULTANTS, LLC THIS AGREEMENT ("Agreement") is effective as of 02/21/2018 , by and between Chrysalis Valuation Consultants, LLC a Colorado Limited Liability Company (hereinafter "Consultant" or "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, on behalf of Eagle County, Colorado, the Eagle County Board of Equalization and the Eagle County Assessor seek professional appraisal consultation and litigation support services in connection with the valuation of ten hotel properties located in Eagle County, Colorado (the "Project"); and WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: 1. Services. Consultant agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A ("Services") which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to furnish the Services in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. C. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. C 18-044 d. In connection with performance of the Services, Consultant agrees to the confidentiality and non -disclosure Agreement attached hereto as Exhibit B, and incorporated herein by this reference. 2. County's Representative. The Eagle County Assessor or his designee shall be Consultant's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect through the 3151 day of December, 201$. 4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $7,500 without an Amendment to this Agreement. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. C. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Consultant shall z Eagle County Pmf Serviocs Final 5114 forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. d. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. e. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). b. Sub -consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub -consultant agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub -consultant, as approved by County and to the extent of the Services to be performed by the sub -consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub -consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents, employees and sub -consultants or sub -contractors. Insurance. Consultant agrees to provide and maintain at Consultant's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, productslcompleted operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. 3 Eagle County Pmf Serviocs Final 5114 iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims -made basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. L The commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Consultant's certificates of insurance shall include sub -consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub -consultant. All coverage(s) for sub -consultants shall be subject to the same minimum requirements identified above. Consultant and sub -consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub -consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an "A.M. Best" rating of not less than A -VII. iv. Consultant's insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant's policy shall contain a waiver of subrogation against Eagle County. V. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit . Consultant may also be required to provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Consultant's broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will 4 Eagle County Prof Serviocs Final 5114 reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. X. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers' compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. Indemnification. The Consultant shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Consultant or any of its sub -consultants hereunder; and Consultant shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of County. Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term "documents" shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide 5 Eagle County Pmf Serviocs Final 5/14 facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Mark Chapin 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8640 Facsimile: 970-328-8679 E -Mail: mark.chapin@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E -Mail: atty@eaglecounty.us CONSULTANT: MArk R. Linne Principal Chrysalis Valuation Consultants, LLC 225 Union Blvd, Ste. 150 Lakewood, CO 80228 303-995-0899 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant's work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 6 Eagle County Prof Serviocs Final 5114 12. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days' prior written notice to the Consultant. Upon termination of this Agreement, Consultant shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Consultant for Services satisfactorily performed to the date of termination. 13. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 14. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. C. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master -servant, partnership, joint venture or any other relationship between County and Consultant except that of independent contractor. Consultant shall have no authority to bind County. 7 Eagle County Prof Serviocs Final 5114 d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules and regulations. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Consultant shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours' notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. 1. The Consultant, if a natural person eighteen (1$) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 16. Prohibitions on Government Contracts. As used in this Section 16, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant s Eagle County Pmf Serviocs Final 5/14 will participate in the E -verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Consultant shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E -Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E -verify program can be found at: htti)s:llwww.uscis.pov/e-verify_ C. Consultant shall not use either the E -verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Consultant shall be required to: i. Notify the subcontractor and County within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Consultant shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Consultant violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Consultant shall be liable for actual and consequential damages to County as required by law. s Eagle County Pmf Serviocs Final 5/14 g. County will notify the Colorado Secretary of State if Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] 10 Eagle County Pmf Serviocs Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through the OFFICE OF THE COUNTY MANAGER Lc)�;-By. Kelley Collier Deputy County Manager CON$ULT-,A Tt.s..m.....wm CmatA By: Print Name: Mark Linne Title: Principal 11 Eagle County Pmf Serviocs Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES sz Eagle County Pmf Serviocs Final 5/14 1am:I1-.10 � I. Scope of Work: professional appraisal litigation support services Consultant will review appraisal reports prepared for the purpose of tax appeal litigation pending before the Colorado Board of Assessment Appeals and provide litigation support services, including but not limited to, review and evaluation of appraisal and rebuttal reports and associated data, identification of shortcomings and errors, and assistance with expert witness preparation. The Consultant will sign a confidentiality agreement to protect the commercial financial data related to these hotel operations from public disclosure or use for any purpose other than the consulting engagement. H. Time and Place of Services Consultant shall perform the Services during Eagle County business hours at the Eagle County Assessor's Office on February 25, 2018 and ether dates as mutually agreed in writing between the parties. H. Compensation Eagle County shall pay Consultant the rate of $100 per hour for travel time to and from the Eagle County Assessor's Office and the rate of $275 per hour for performance of the Services. EXHIBIT B CONFIDENTIALITY AGREEMENT 13 Eagle County Pmf Serviocs Final 5/14 EXHIBIT B CONFIDENTIALITY AND NON DISCLOSURE AGREEMENT The Eagle County Assessor and Eagle County Board of Equalization on behalf of the County Eagle County, Colorado (hereinafter collectively, "Eagle County") and Chrysalis Valuation Consultants, LLC ("Consultant"), in contemplation of Consultant providing to Eagle County certain valuation -review services defined in the Professional Services Agreement (the "Services"), hereby agree that in preparing for and in performance of the Services, County may disclose to Consultant certain commercial financial data of third -party property owners, documents, strategies, communications and materials subject to the attorney-client privilege and work product of the Offices of the Eagle County Assessor and Eagle County Attorney (the "Confidential Information"). Eagle County and Consultant agree, pursuant to C.R.S. § 24- 72-204(2)(d)(IV) and this Agreement, that any Confidential Information disclosed or received in connection with the Services must remain confidential as defined herein. Accordingly, Consultant agrees that any and all Confidential Information shall be protected by Consultant and at all times kept confidential, and that Consultant shall not disclose such Confidential Information under any circumstances to any third -party for any purpose, other than as may be expressly authorized in writing by Eagle County or required by law. The term "confidential," as used in this Agreement, shall mean protected against advertent or inadvertent disclosure, orally or in writing or in any other manner or form, to any person not signatory to this agreement as Consultant or a representative, employee or agent for Consultant. Consultant shall implement and adhere to reasonable measures and precautions to protect against such disclosure. In addition, Consultant agrees upon completion of its work, upon request of Eagle County, to promptly to return to County any such Confidential Information, and not to retain in its records any copies of such information. In undertaking to prepare such proposal and in fulfilling the commitments made herein, Consultant will be acting in a fiduciary capacity for the benefit of County. Acknowledged and Agreed this day of , 201 S. Chrysalis Valuation Consultants Mark Linne Principal ASR" CERTIFICATE OF LIABILITY INSURANCE DATE(1512M YYY) 11I16I2017 THIS CERTIFICATE IS ISSUED ASA 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: Ifthe 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). PRODUCER CONTACT Kelly Carpenter -Stewart NAME: RIVERTON INSURANCE AGENCY CORP AHCNEl . .. Ell: (800)882-4410 lac N.I: (858)273-8026 E-MAIL (Cell S aliains.com ADDRESS: y PO Box 236 IN SU R E R(S I AFFO RDI NG COV E RAG E NAIC # POLICYNUMBER INSURERA: RLI insurance Company Riverton NJ 08077 INSURED INSURER B: General Star National Insuranoe Com pan Chrysalis Valuation Consultants LLC INSURER C: 225 Union Blvd, Ste 150 INSURER D: INSURER E: INSURER F: Lakewood CO 8022$ COVERAGES CERTIFICATE NUMBER: CL17111601165 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POUCIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INS UR ED NAM ED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESC RI B ED H ER El N IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. R ACCORDANCE WTH THE POLICY PROVISIONS. 500 Broadway AUTHORIZED REPRESENTATIVE POLICY EXP LTR TYPE OFINSURANCE IVSD MIND POLICYNUMBER IMMIDDIYYYYI AMWDDNYYYj LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS -MADE 7XI OCCUR PREMISES Ea mcwenoel S 1'000'000 ME D EXP (Any me person) S 10,000 PERSONAL&ADV INJURY S 1,000,000 A Y Y PEBOD01072 11/14/2017 11/14/2018 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000.000 POLICY ❑PRO- ❑ PRO LOC PRODUCTS - COMPlOP AGG S 2,000.,000 S OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S Ea accident BODILY INJURY (Per person) S ANY AUTO OVMJED SCHEDULED AUTOS ONLYAUTO S BO D I LY INJURY(Per accident) S PROPERTY DAMAGE S Per accident HIRED NON -OWNED AUTOS ONLY AUTOS ONLY S UMBRELLA LIAB OCCUR EACH OCCURRENCE S AGGREGATE S EXCESS LIAR CLAIMSMADE DEO I I RETENTION S S M R KE RS COM PEN SATION PER OTH- AND EMPLOYERS' LIABILITY YIN STATUTE ER ANY P RO P RI ETO RIPA RTN ERIEXECUTIV E❑ EE. OFFICERIMEMBER EXCLUDED? NIA L. EACH ACCI DENT S E.L. DISEASE - EA EMPLOYEE S (MaidawymNHl If ye , demnbe trader DESCRIPTION OF OPERATIONS below E. L. DISEASE - POLICY LIMIT S B Professional Liability NJA306245C 06101/2017 06/01/2018 Each Claim $1,000,000 Aggregate $2,000,000 DESC RI PTI ON O F OPERATIONS 1 LOCATION S 1 V EHI CLES (ACO RD 101, Additional Remaks Sdnadde, may be coached if more space is requredI CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACO RD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks ofACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Eagle County, Colorado ACCORDANCE WTH THE POLICY PROVISIONS. 500 Broadway AUTHORIZED REPRESENTATIVE PO Box 850 Eagle CL: ,'—C-3 © 1988-2015 ACO RD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks ofACORD GeneralStar General Star National Insurance Company P D Box 14364 (Attn: GSN) Stamford, Connecticut 46944 REAL ESTATE APPRAISERS ERRORS & OMISSIONS INSURANCE POLICY DECLARATIONS PAGE This is a claims made and reported policy. Please read this policy and all endorsements and attachments carefully. Policy Number: NJA306245C 1. NAMED INSURED: Mark R. Linne STREET ADDRESS: Suite 150 225 Union Boulevard Lakewood, CO 80228 Renewal of Number: NJA306245B 2. POLICY PERIOD: Inception Date: 05/01/2017 Expiration Date: 05/01/2018 Effective 12:01 a.m. Standard Time at the address of the Named Insured. 3. LIMITS OF LIABILITY: Each Claim: $1,000,000 Aggregate: $2,000,000 Claim Expenses have a separate Limit of Liability: Each Claim: $1,000,000 Aggregate: $2,000,000 4. DEDUCTIBLE: Each Claim: $0 Aggregate: $ 0 5. RETROACTIVE DATE: 05/01/2010 If a date is indicated, this policy will not provide coverage far any Claim arising out of any act, error, omission or personal injury which occurred before such date. 6. ANNUAL PREMIUM: $701.00 TOTAL Premium and Taxes/Surcharge : $701.00 7. ENDORSEMENTS: This policy is made and accepted subject to the printed policy farm together with the fallowing form(s) or endorsement(s). AP 00 0001 (06/11 ), AP 04 0001 (06111 ), AP 04 0003 (07114), AP 04 0004 (07114), AP 20 0001 {06111 j, AP 21 0002 {06111 AP 27 0004 (05/11), SGN 90 0001 (07/10), AP 01 0005CO (06/11), AP 95 0002CO (06/11), AP 08 0005CO (06/11), 8. PRODUCER NAME: Mercer Consumer STREET ADDRESS: P.O. Box 8145 Des Maines, IA 50305$145 Authorized Representative Producer Cade: 25450 Class Cade: 73128 Date: 04/27/2017 AP 10 0001 06 11 Q Copyright 2011, General Star Management Company, Stamford, CT Page 1 of 1 General Star National Insurance Company P O Box 10360 (Attn: GSN) STAMFORD, CONNECTICUT 06904 (A stack insurance Company, herein called the Company) NOTICE THIS IS A CLAIMS MADE AND REPORTED FORM REAL ESTATE APPRAISERS ERRORS AND OMISSIONS INSURANCE POLICY THIS REAL ESTATE APPRAISERS ERRORS AND OMISSIONS INSURANCE POLICY PROVIDES COVERAGE ON A CLAIMS -MADE AND REPORTED BASIS. THE COVERAGE PROVIDED BY THIS POLICY IS LIMITED TO ONLY THOSE CLAIMS THAT ARISE FROM PROFESSIONAL SERVICES RENDERED ON OR AFTER THE RETROACTIVE DATE STATED IN THE DECLARATIONS PAGE AND BEFORE THE END OF THE POLICY PERIOD, WHICH ARE FIRST MADE AGAINST THE NAMED INSURED DURING THE POLICY PERIOD AND FIRST REPORTED IN WRITING TO THE COMPANY DURING THE POLICY PERIOD OR APPLICABLE EXTENDED REPORTI NG PERIOD. PLEASE REVIEW THE POLICY CAREFULLY. THIS POLICY CONTAINS IMPORTANT EXCLUSIONS AND CONDITIONS. ALL WORDS OR PHRASES (OTHER THAN CAPTIONS) THAT ARE PRINTED IN BOLD FACE ARE DEFINED IN THE POLICY. PLEASE DISCUSS ANY QUESTIONS CONCERNING THE COVERAGE WITH YOUR INSURANCE AGENT Q R BROKER. WHAT TO DO IN CASE OF A CLAIM In the event you directly or indirectly become involved in a professional liability claim, you should immediately report the details in writing to: General Star Management Company Professional Liability Claims P.O. Box 1255 Stamford, CT 06904 Fax: 866-914-3151 E -Mail: GStarClaims@generalstar.com Note: Failure to promptly report a claim could jeopardize your coverage. IMPORTANT This Policy i5 not effective unless a Declarations Page i5 issued. AP 00 0001 06 11 © Copyright 2011, General Star Management Company, Stamford, CT Page 1 of 13 TABLE OF CONTENTS SECTION I — COVERAGE 3 SECTION II — LIMITS OF LIABILITY AND DEDUCTIBLEa S ECTION III — TE RRITORY 4 SECTION IV — DUTIES, ASSISTANCE AND COOPERATION OF NAMED INSURED ---------------------4 SECTION V — SUPPLEMENTARY PAYMENTS --------------------------------------------------------------------------------- 5 SECTION VI — EXCLUSIONS --------------------------------------------------------------------------------------------------------------- 6 SECTION VII — DEFINITIONS $ SECTION VIII — EXTENDED REPORTING PERIODS ---------------------------------------------------------------------------- 9 SECTION IX — GENERAL CONDITIONS 11 AP 00 0001 06 11 © Copyright 2011, General Star Management Company, Stamford, CT Page 2 of 13 REAL ESTATE APPRAISERS ERRORS AND OMISSIONS INSURANCE POLICY THIS IS A CLAIMS -MADE AND REPORTED POLICY. PLEASE REVIEW THE POLICY CAREFULLY. General Star National Insurance Company, hereinafter called the Company, agrees with the Named Insured, in consideration of the payment of the premium, and in reliance upon the statements on the applications and the Declarations Page and subject to the Limits of Liability, exclusions, conditions and other terms of this Policy, as follows: SECTION I -- COVERAGE The Company will pay on behalf of the Named Insured all sums which the Named Insured shall became legally obligated to pay as Damages for Claims first made against the Named Insured during the Policy Period and first reported to the Company in writing during the Policy Period or applicable Extended Reporting Period, arising out of any act, error, omission or Personal Injury in the rendering of or failure to render Professional Services by the Named Insured; provided always that such act, error, omission or Personal Injury happens: A. During the Policy Period; or B. Prior to the Policy Period provided that: 1. Such act, error, omission or Personal Injury took place on or after the Retroactive Date as indicated on the Declarations Page of this Policy: and 2. At the Inception Date of this Policy no Named Insured had knowledge of any act or circumstance that may reasonably be anticipated to give rise to a Claim against the Named Insured. The Company shall have the right and duty to defend any Suit against the Named Insured seeking Damages to which this insurance applies even if any of the allegations of the Suit are groundless, false or fraudulent. However, the Company shall have no duty to defend the Named Insured against any Suit seeking Damages to which this insurance does not apply. For covered Claims, the Company, at its option, shall select and assign defense counsel; however, the Named Insured may engage additional counsel, solely at their own expense, to associate in the defense of any covered Claim. The Company reserves the right to recoup and seek reimbursement for any and all casts and expenses incurred in providing a defense for a Claim, or that portion of a Claim, that is subsequently determined by a court of law not to be covered. The Named Insured shall not assume any obligations, incur any casts, charges, or expenses or enter into any settlement without the Company's consent. The Company shall also have the right to investigate any Claim and negotiate the settlement, as it deems expedient, but the Company shall not commit the Named Insured to any settlement without such Named Insureds consent. If the Named Insured refuses to consent to any settlement recommended by the Company, and elects to contest the Claim or continue any legal proceedings in connection with such Claim, then the Company shall be relieved of any further duty to defend the Claim. The liability of the Company for Damages and Claims Expenses shall not exceed the amount for which the Claim could have been settled. SECTION II — LIMITS AND DEDUCTIBLE Regardless the number of Claims made, the Company's liability is limited as follows: A. Limits of Liability: 1. The Company's maximum liability for all Damages resulting from a Claim covered under this Policy is the Limit of Liability Each Claim as stated in Item 3. on the Declarations Page. There shall be a separate Limit of Liability Each Claim applicable to Claims Expenses for any such Claim equal to the Limit of Liability Each Claim as stated in Item 3. on the Declarations Page; and 2. The Company's maximum liability for all Damages resulting from all Claims covered under this Policy is the Limit of Liability Aggregate stated in Item 3. on the AP 00 0001 06 11 © Copyright 2011, General Star Management Company, Stamford, CT Page 3 of 13 Declarations Page. There shall be a separate Limit of Liability Aggregate applicable to all Claims Expenses for all such Claims equal to the Limit of Liability Aggregate as stated in Item 3. on the Declarations Page. For the purposes of coverage under this Policy, all acts, errors or omissions or Personal Injuries that are logically or causally connected by any common fact, circumstance, situation, transaction, event, advice or decision, regardless of the number of Claims or claimants, will be considered to be one act, error or omission or Personal Injury and will be deemed to have taken place at the time the first of these related acts, errors or omissions or Personal Injuries took place. All Claims based upon such logically or causally connected acts, errors or omissions or Personal Injuries shall be deemed to constitute a single Claim, shall be subject to a single Deductible and Each Claim Limit of Liability, and shall be deemed to have been first made on the date on which the first of all such logically or causally connected Claims was made. C. The Company's liability for Damages and Claims Expenses, resulting from each Claim is in excess of the Deductible amount stated on the Declarations Page. The Deductible amount applies to Claim Expenses and Damages and the Deductible amount applies once per each Claim. D. In the event the Named Insured participates in an Alternative Dispute Resolution to settle a Claim, the Company will waive 50% of the Named Insured's Deductible obligation. The maximum amount of this waiver shall not exceed $25,000 per Claim. If the Alternative Dispute Resolution fails to resolve the Claim, and the Claim proceeds to litigation, the Deductible will apply without the 50% waiver to any Damages and Claims Expenses incurred once the litigation has commenced. E. If any Claim reported under this Policy is also covered by one or more primary insurance policies or certificates of insurance issued by the Company, or by any affiliate or successor of the Company, to the Named Insured, or to any person who controls, is controlled by or affiliated by common control with the Named Insured, then with respect to such Claim: 1. The Company shall not be liable under this Policy for a greater proportion of the loss than the applicable Limits of Liability under this Policy bears to the total limits of liability of all such policies; and 2. The maximum amount payable under all such policies shall not exceed the limit of liability of that policy which has the highest limit of liability. F. The Limits of Liability of this insurance Policy apply separately to each consecutive annual period and to any remaining period of less than twelve (12) months, starting with the beginning of the Policy Period shown in the Declarations Page, unless the Policy Period is extended after issuance for an additional period of less than twelve (12) months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Liability. The purchase or application of any Extended Reporting Period shall not increase the Limits of Liability stated in Item 3. on the Declarations Page. SECTION III -- TERRITORY The insurance afforded by this Policy applies to acts, errors, omissions or Personal Injury taking place anywhere in the world. However, Claims must be made and maintained and Suits, if any, must be brought and maintained within the United States of America, its territories, possessions or Canada. SECTION IV -- DUTIES, ASSISTANCE AND COOPERATION OF NAMED INSURED A. Duties in the Event of an Act or Circumstance If, during the Policy Period or applicable Extended Reporting Period, the Named Insured becomes aware of any act or circumstance, which took place during the Policy Period, that may reasonably be anticipated to give rise to a Claim, the Named Insured must notify the Company in writing as soon as practicable, but in no event after the end of the Policy Period or applicable Extended Reporting Period. Any Claim that subsequently arises out of such act or circumstance shall be considered to be a Claim made and reported during the Policy Period or Extended Reporting Period in which such written notice was received by the AP 00 0001 06 11 © Copyright 2011. General Star Management Company, Stamford, CT Page 4 of 13 Company. Notice shall include all demand letters and the fullest information obtainable surrounding the act or circumstance. Immediately upon the Named Insured becoming aware of any act, error, omission or Personal Injury in the rendering of or failure to render Professional Services that could reasonably be expected to be the basis of a Claim, written notice shall be given by the Named Insured, or Its representatives, to the Company, together with the fullest information obtainable. B. Duties In the Event of a Claim If, during the Policy Period or any applicable Extended Reporting Period, a Claim is brought against the Named Insured arising out of any act, error, omission or Personal Injury to which this insurance applies: 1. The Named Insured must: a. Immediately record the specifics of the Claim and the date received; b. Provide the Company with written notice of the Claim as soon as practicable, but in no event after the end of the Policy Period or any applicable Extended Reporting Period; c. Immediately send the Company copies of any demand letters, pleadings, notices, summonses, or other legal papers received in connection with the Claim; and 2. The Named Insured must cooperate with the Company in the investigation, defense or settlement of the Claim including: a. Upon request, submit to examination and interrogation under oath by our representative; b. Attend hearings, depositions and trials as requested by the Company; c. Assist in securing and giving evidence and obtaining the attendance of witnesses; and d. Provide written statements to our representative and attend meetings with such representative for the purpose of investigation and/or defense, all without charge to the Company. C. The Named Insured shall not, except at his or her awn cast, voluntarily make a payment, assume any obligation, or incur any expense without our consent. The Named Insured may provide for Alternative Dispute Resolution with a client under an engagement letter or any other written contract as long as such agreement is executed in writing prior to any Claim or awareness of an act or circumstance that may reasonably be anticipated to give rise to a Claim by such client. D. The Named Insured consents to the submission of special verdict farms or other written inquiries to the trier of fact far the purpose of determining the basis for the Named Insuredty liability and any Damages awarded if Suit or any other proceeding is brought on the Claim. SECTION V -- SUPPLEMENTARY PAYMENTS A. The Company will pay, in addition to the applicable Limits of Liability stated in Item 3. on the Declarations Page: 1. Up to $250 for loss of earnings to the Named Insured for each day or part of a day of such Named Insured's attendance at the Company's request at a trial, hearing or arbitration proceeding involving a Claim against the Named Insured for covered Damages; provided further that the maximum aggregate amount so payable for any one or series of trials, hearings or arbitration proceedings shall in no event exceed $5,000; 2. Up to $2,500 to the Named Insured for attorney fees, and other costs, expenses or fees resulting from the investigation or defense of a proceeding before a state licensing board, local real estate board or governmental regulatory body incurred as the result of a notice of a proceeding, excluding commission disputes, first received by the Named Insured and reported to the Company during the Policy Period, arising out of any act, error, omission or Personal Injury in the rendering of or failure to render Professional Services by the Named Insured covered under this Policy; provided further that $2,500 is the maximum aggregate amount payable to the Named Insured regardless of the number of proceedings; and 3. Up to $2,500 to the Named Insured for attorneys fees and other costs, expenses or fees resulting from a subpoena to the Named Insured for documents or testimony, provided such subpoena is first received by the Named Insured and reported to the Company during the Policy AP 00 0001 06 11 © Copyright 2011, General Star Management Company, Stamford, CT Page 5 of 13 Period, arising out of any act, error, omission or Personal Injury in the rendering of or failure to render Professional Services by the Named Insured covered under this Policy and further provided that: a. The subpoena arises out of a Suit to which the Named Insured is not a party; and b. The Named Insured has not been engaged to provide advice, expert witness or testimony in connection with the Suit, nor has the Named Insured been engaged to provide such advice, expert witness or testimony in the past. $2,500 is the maximum aggregate amount payable to the Named Insured regardless of the number of subpoenas. B. The Company will pay, as part of the applicable Limits of Liability stated in Item 3. on the Declarations Page, up to $100,000 to the Named Insured for Damages and/or Claims Expenses as a result of all Claims reported to the Company during the Policy Period upon which Suit may be brought against the Named Insured for discrimination on the basis of age, sex, race, color, religion, disability, marital status, pregnancy, national origin, HIV or AIDS status, sexual origin, sexual orientation, or sexual preference, including resulting Personal Injury. This sub -limit shall be part of, and not in addition to, the Limits of Liability stated on the Declarations Page and is subject to the remaining amount, if any, of such Limits of Liability of this Policy. The Company shall not be obligated to pay any Claims Expenses or Damages, or to defend any Suit, after the applicable $100,000 sub -limit of the Company's liability has been exhausted. $100,000 is the maximum aggregate amount payable by the Company regardless of the number of Claims made for discrimination covered by this Policy. SECTION VI — EXCLUSIONS The Company has no obligation under this Policy to pay Damages or Claims Expenses, or to provide a defense, in connection with any Claim if based upon or arising out of: A. A dishonest, fraudulent, criminal or malicious act or omission, or intentional misrepresentation, (including, but not limited to, actual or alleged violations of state or federal anti-trust, price- fixing, restraint of trade or deceptive trade practice laws, rules or regulations) committed by, at the direction of, or with the knowledge of the Named Insured; B. The insolvency or bankruptcy of the Named Insured; C. Any disputes involving the Named Insured's fees, commissions or charges, the failure to pay or collect premium, escrow or tax money, or the conversion, misappropriation, commingling or defalcation of funds or other property; D. The rendering of or failure to render Professional Services by the Named Insured as employee, owner, partner, stockholder, director or officer of any sole proprietorship, partnership, Limited Liability Partnership/Corporation, corporation or other business enterprise not listed on the Declarations Page; E. Any actual or alleged: 1. Bodily Injury: or 2. Property Damage. F. Any obligations for which the Named Insured or any insurer may be liable under any workers' compensation, unemployment compensation, disability, retirement plan, pension or pension benefits law, or any similar laws, including but not limited to, the Employee Retirement Income Security Act of 1974 (commonly known as ERISA), or any of its amendments, or any other similar state or local law, or any non-qualified plan, while the Named Insured is acting as a fiduciary within the meaning of such laws; G. Any actual or alleged violation of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any state "blue sky" or securities law, or any similar state or federal statutes, including any Claim based upon common law principles of liability if made in connection with an actual or alleged violation of any such statute or regulation; H. Any appraisal services or the representation of clients in 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; AP 00 0001 06 11 © Copyright 2011. General Star Management Company, Stamford, CT Page 6 of 13 I. The sale or purchase of insurance, or the failure to effect or maintain adequate levels or types of insurance; J. Any liability assumed by the Named Insured service mark or service name; P. Any guarantee or promise of future status, performance or valuation in the course of performing Professional Services by the Named Insured: under any oral or written contract or agreement, Q. The alleged notarized certification or including any warranty, except that this acknowledgement by the Named Insured of a exclusion shall not apply to liability the Named signature on any document that the Named Insured would have in the absence of such Insured did not witness being placed on the contract, agreement or warranty; document; K. Any activities of the Named Insured as a mortgage banker, mortgage counselor, home inspector, mortgage broker, business broker, independent third party escrow agent, contractor, construction advisor, property developer, insurance agent, insurance broker, real estate agent, real estate broker, buyers broker, real estate consultant, real estate counselor or property manager; L. The actual or attempted purchase of property by the Named Insured: M. The actual or attempted appraisal of property by the Named Insured if at the time of the act, error, omission or Personal Injury giving rise to such claim: 1. The Named Insured in any part owned such property; 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 salesperson who was a party to any transaction involving the appraised property; N. The 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 a financial interest; 2. Any entity which has a 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, error, omission or Personal Injury giving rise to the Claim; Q. The infringement of any copyright, title, slogan, patent, trademark, trade name, trade dress, R. Any activities of the Named Insured involving: 1. The inspection, evaluation or testing of, or the failure to inspect, evaluate or test for, any items listed in 4. a. through d. below; 2. The failure to discover or disclose any items listed in items 4. a. through d. below; 3. The actual, alleged or threatened inhalation of, ingestion or, contact with, exposure to, existence of, or presence of, any of the listed items in 4. a. through d. below on or within a building or structure, including its contents; or 4. The clean up, remediation, containment, removal or abatement of any items listed in a. through d. below: a. Any Fungus(i), Mold(s), mildew or yeast; b. Any Spore(s) or toxins created or produced by or emanating from such Fungus(i), Mold(s), mildew, or yeast; c. Any substance, vapor, gas or other emission of any organic or inorganic body or substance produced by or arising out of any Fungus(i), Mold(s), mildew, or yeast; and d. Any material, product, building component, building or structure, or any concentration of moisture, water or other liquid within such material, product, building component, building or structure that contains, harbors, nurtures or acts as a medium for any Fungus(i), Mold(s), mildew, yeast, or Spore(s) or toxins emanating therefrom, regardless of any other cause, event, material, product and/or building component that contributed concurrently or in any sequence. S. Pollution or Pollutants, including: 1. Bodily Injury or Property Damage which would not have occurred in whole or part but for the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of Pollutants at any time. 2. Any loss, cost or expense arising out of any: AP 00 0001 06 11 © Copyright 2011, General Star Management Company, Stamford, GT Page 7 of 13 a. Request, demand, order or statutory or regulatory requirement that the Named Insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of Pollutants; or b. Claim by or on behalf of a governmental authority for Damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of Pollutants; T. The gaining in fact of any personal profit or advantage to which the Named Insured is not legally entitled, including misappropriation, conversion, embezzlement, commingling or defalcation of funds or other property; U. Bodily Injury, Personal Injury, or Property Damage from the installation, removal, disposal, handling, use or existence of, exposure to, contact with, or the ingestion of lead paint or any other substance or matter containing lead paint or the residue of lead paint; V. Discrimination of any kind by the Named Insured, including but not limited to discrimination due to or on the basis of age, sex, race, color, religion, disability, marital status, pregnancy, national origin, HIV or AIDS status, sexual origin, sexual orientation, or sexual preference; provided, however, this exclusion does not apply to any coverage afforded by SECTION V — SUPPLEMENTARY PAYMENTS, paragraph B.; W. The Named Insureds unauthorized use of confidential, privileged or non-public material or information for any purpose whatsoever; X. Professional Services rendered by any person or entity other than the Named Insured; Y. Professional Services rendered by the Named Insured if such claim was based on or arising out of such Named Insured's supervision, subcontracting, assignment or referral of any portion of any contract, project or engagement. SECTION VII -- DEFINITIONS When used in this Policy (including endorsements forming a part of the Policy): A. Alternative Dispute Resolution means the use of mediation or non-bi nding arbitration proceedings in which the Named Insured participates with the consent of the Company. B. Bodily Injury means bodily harm, sickness, disease, emotional distress or death of any person. 2. C. Claim means a demand for money, receipt of a request to provide a recorded statement, the filing of Suit or the institution of arbitration or mediation proceedings naming the Named Insured, claiming Damages and alleging an act, error, omission or Personal Injury resulting from the rendering of or failure to render Professional Services. Claim does not include 3. proceedings seeking injunctive or other non- pecuniary relief, or administrative proceedings before any national, state, regional or local board of real estate agents, or any committee or sub -committee, except as provided in SECTION 4. V — SUPPLEMENTARY PAYMENTS, paragraph A.2. D. Claims Expenses means: Fees charged by an attorney(s) designated by the Company and all other fees, costs, and expenses resulting from the investigation, adjustment, defense and appeal of a Claim, if incurred by the Company, or by the Named Insured with written consent of the Company, but does not include salary charges or expenses of regular employees or officials of the Company, or fees and expenses of independent adjusters; All costs taxed against the Named Insured in such Claim, and all interest on the entire amount of any judgment which accrues after entry of the judgment and before the Company has paid, tendered or deposited, whether in court or otherwise, the part of the judgment which does not exceed the Company's Limits of Liability; Prejudgment interest, which when payable under this Policy, is made a part of and is subject to the separate Limit of Liability - Each Claim applicable to Claims Expenses; or Premiums on appeal bonds and premiums on bonds to release attachments in such Claims, but not premiums for bond amounts in excess of the applicable Limits of Liability of this Policy. Notwithstanding the AP 00 0001 06 11 © Copyright 2011 , General Star Management Company, Stamford, CT Page 8 of 13 foregoing, the Company shall have no obligation to pay far or furnish any band. E. Damages means compensatory judgments, settlements or awards, but does not include punitive or exemplary damages, fines or penalties, sanctions, the return of fees or other consideration paid to the Named Insured, or that portion of any award or judgment caused by the trebling or multiplication of actual damages under federal or state law. Damages also does not include Claims Expenses. However, if a Claim is brought against the Named Insured with respect to alleged acts, errors or omissions falling within the scope of coverage afforded by this Policy, and such Claim seeks bath compensatory and punitive or exemplary Damages, then the Company will afford a defense to such action without liability for payment of such punitive or exemplary Damages. F. Fungus(i) means any type or farm of fungus, and including Mold or mildew and any mycotoxins, Spares, scents, byproducts produced or released by fungi, smuts, rust, or mushrooms. G. Limited Liability PartnershiplCorporation means a type of business organization, governed by State law, that protects a partner or member from personal liability for acts committed by other partners, members or employees not under his/her direct control. H. Mold(s) means any superficial growth produced on damp or decaying organic matter or on living organisms, and Fungi that produce Mold. Named Insured means the person named in Item 1. of the Declarations Page. J. Personal Injury means: 1. False arrest, detention or imprisonment, wrongful entry or eviction, other invasion of private occupancy, or malicious prosecution; or 2. The publication or utterance of a libel, slander or other defamatory or disparaging material, or a publication or an utterance in violation of an individual's right of privacy. K. Policy Period means the time period from the Inception Date to the Expiration Date as set forth on the Declarations Page, or its earlier termination date, if any. L. 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. M. Professional Services means services performed by the Named Insured in the Named Insured's capacity as an appraiser of real estate as long as the Named Insured is properly licensed or certified at the time of the act, error or omission giving rise to the Claim and as long as such service is rendered for, on or behalf of the customer or client in return for a fee, commission, or other compensation. It includes incidental services rendered by the Named Insured as a notary public, or as a member of a formal accreditation committee, standards review committee or similar board or committee. Professional 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. N. Property Damage means physical injury to, destruction of or loss of use of tangible property. O. Spares means any dormant or reproductive body produced by or arising or emanating out of any Fungus(i), Mold(s), mildew, plants or organisms or microorganisms. P. Suit means a civil adjudicatory proceeding in a court of law. SECTION VIII -- EXTENDED REPORTING PERIODS A. Automatic Extended Reporting Period: In case of cancellation or non -renewal of this Policy by the Named Insured or the Company, for any reason except as noted in SECTION VIII — EXTENDED REPORTING PERIOD, paragraph D., an automatic sixty (50) day extended reporting period, effective at the termination of the Policy Period will be provided by the Company at no additional cast. This Automatic Extended Reporting Period shall extend the time in which the Named Insured can give written notice to the Company of Claims first made against the Named Insured during the Policy Period for any act, error, omission or Personal Injury in the rendering of or failure to render Professional Services AP 00 0001 06 11 © Copyright 2011, General Star Management Company, Stamford, CT Page 9 of 13 taking place on or after the Retroactive Date stated on the Declarations Page and before the end of the Policy Period, subject to terms, limitations, exclusions and conditions of this Policy. B. Optional Extended Reporting Period 1. In the event that: a. The Named Insured or the Company cancels or nonrenews this Policy; or b. The Company renews this Policy with a Retroactive Date that is more recent in time than the Retroactive Date provided in this Policy; the Named Insured shall have the right to an extension of coverage, known as the Optional Extended Reporting Period, for the time periods and at the premiums set forth below, for Claims first made against the Named Insured and first reported in writing to the Company during the Optional Extended Reporting Period for any act, error, omission or Personal Injury in the rendering of or failure to render Professional Services taking place on or after the Retroactive Date state on the Declarations Page or before the end of the Policy Period. Except as otherwise set forth in this Section, all terms, conditions and exclusions of this Policy shall apply to Claims first made and reported to the Company during the Optional Extended Reporting Period. The right to purchase the Optional Extended Reporting Period shall terminate unless written notice of the Named Insured's election together with the full premium is received by the Company or its authorized agent within sixty (60) days of the end or termination of the Policy Period. The Optional Extended Reporting Period may not be renewed upon its expiration. 2. The Optional Extended Reporting Period is available for the following time periods and premiums: a. Twelve (12) months for an additional 10011/6 of the full annual premium; b. Twenty-four (24) months for an additional 135% of the full annual premium; or c. Thirty-six (36) months for an additional 15011/6 of the full annual premium. C. Death, Disability or Retirement 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: 1. Within sixty (60) days of the death or permanent and total disability the Named Insured's estate requests the Unlimited Extended Reporting Period; and 2. The Named Insureds estate furnishes written evidence and proof of the date of the Named Insured's death, or 3. The Named Insured provides evidence and proof of the permanent and total disability including the date of the actual disability and written certification by the Named Insured's attending physician; and 4. The Named Insured agrees to submit to any medical examination(s) as requested by the Company, by any physician designated by the Company for the purpose of verifying such permanent and total disability. If after reaching age 65, and having been continuously insured by the Company on a claims -made basis for a minimum of 5 years the Named Insured retires during the Policy Period, an Unlimited Extended Reporting Period will be granted at no additional premium provided that the Named Insured within sixty (60) days of the retirement requests the Unlimited Extended Reporting Period; D. Applicability of Extended Reporting Periods None of the Extended Reporting Periods shall apply if the Policy is rescinded, cancelled or nonrenewed for any of the following reasons: 1. Cancellation by the Company for non- payment of premium; 2. Failure to comply with policy provisions; 3. Non-payment of a deductible; 4. Failure to cooperate with the Company; or 5. Fraud, concealment or material misrepresentation of facts in any Application for this Policy or any renewal policy for this insurance. E. Retiree Extended Reporting Period Option The Named Insured shall, for an additional premium of 160% of the full annual premium for this Policy, have the right to a Retiree Extended Reporting Period for an unlimited period following the effective date of cancellation or nonrenewal. The Terms of this Retiree Extended Reporting Period shall be governed by SECTION VIII — EXTENDED REPORTING PERIOD, paragraph B. Optional Extended Reporting Period. This right shall terminate, however, unless written notice of election together with the additional premium is received by the Company or its authorized agent from the Named Insured within sixty (60) days after the AP 00 0001 06 11 © Copyright 2011, General Star Management Company, Stamford, CT Page 10 of 13 effective date of cancellation or nonrenewal. F. Termination of Any Extended Reporting Period Option Once in effect, the Optional Extended Reporting Period and Retiree Extended Reporting Period may not be canceled. At the commencement of any Extended Reporting Period, the entire premium shall be deemed earned and the Company shall not be liable to return to the Named Insured any portion of the premium for any Extended Reporting Period. G. Miscellaneous None of the Extended Reporting Periods shall have a separate limit in addition to the Limits of Liability stated in Item 3. on the Declarations Page of this Policy. The limit available for any applicable Extended Reporting Period shall be the remaining amount, if any, of the Limits of Liability of this Policy at the end of the Policy Period. No limit shall be reinstated if the Limit of Liability Aggregate stated in Item 3. on the Declarations Page is exhausted by payment of Damages or Claims Expenses, as applicable. Furthermore, the Automatic Extended Reporting Period does not extend the time in which to exercise the right to purchase the Optional Extended Reporting Period or the Retiree Extended Reporting Period. The first sixty (60) days of the Optional Extended Reporting Period or the Retiree Extended Reporting Period, if purchased, shall run concurrently with the Automatic Extended Reporting Period. The Deductible Amount shown in Item 6. on the Declarations Page shall apply to any Extended Reporting Pernod provided by this Policy. SECTION IX -- GENERAL CONDITIONS A. Premium All premiums for this Policy shall be computed in accordance with the Company's rules, rates, rating plans, premiums and minimum premiums applicable to this insurance. The Named Insured shall maintain records of the information necessary for premium computation and shall send copies of such records to the Company at such times as the Company may direct. B. Assignment This Policy may not be assigned without first obtaining the written consent of the Company. The Named Insured's rights under this Policy are not assignable. If the Named Insured shall die or be adjudged incompetent, this insurance shall terminate for such person, but shall cover the Named Insured's legal representative with respect to liability previously incurred and covered by this insurance. C. Legal Action Against The Company No action shall lie against the Company unless there shall have been full compliance with all of the terms of this Policy, nor until the amount of the Named Insured's obligation to pay shall have been finally determined, either by judgment against the Named Insured or by written settlement agreement between the Named Insured and the claimant, entered into with the written consent of the Company. Any person or organization or the legal representative thereof who has secured a judgment or written settlement agreement shall thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. A written settlement agreement means a settlement and release of liability signed by the Named Insured and the claimant with the written consent of the Company. No person or organization shall have any right under this Policy to join the Company as a party to any action against the Named Insured to determine the Named Insured's liability, nor shall the Company be impleaded by the Named Insured or his legal representative. The Company will not be liable for Damages that are not payable under the terms of this Policy or that are in excess of the applicable Limits of Liability. D. Conformity to Statute In the event that any terms, conditions or exclusions of this Policy conflict with any law applicable to the coverage afforded hereunder, the terms of this contract shall, by this statement, be amended to conform to such law or laws. E. Other Insurance And Method Of Sharing If other valid and collectable insurance is available to the Named Insured for a Claim covered under this Policy, the Company's obligations are limited as follows: 1. If all of the other insurance permits contribution by equal shares, the Company will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first; AP 00 0001 06 11 C Copyright 2011, General Star Management Company, Stamford, CT Page 11 of 13 F CO 2. If any of the other insurance does not permit contribution by equal shares, the Company will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Subrogation To the extent of any payment under this Policy, the Company shall be subrogated to all the Named Insured§ rights of recovery against any person, organization or entity, and the Named Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Named Insured shall do nothing after any loss to prejudice such rights. Cancellation This Policy may be canceled by the Named Insured by surrender thereof to the Company or any of its authorized representatives or by mailing to the Company written notice stating when thereafter the cancellation shall be effective. The Policy may be canceled by the Company by mailing to the Named Insured at the address shown on the Declarations Page written notice stating when not less than 60 days thereafter, or 10 days in the case of nonpayment of premium, such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of the surrender or the effective date and hour of cancellation stated in the notice shall become the end of the Policy Period. Delivery of such written notice either by the Named Insured or by the Company shall be equivalent to mailing. If the Company cancels, the earned premium shall be the pro rated amount of the annual premium. If the Named Insured cancels, the premium will be cancelled short rate where allowable by law. Premium adjustment may be made at the time cancellation is effected and, if not then made, shall be made as soon as practicable after cancellation becomes effective. The Company's check or the check of its representative mailed to the Named Insured shall be sufficient tender of any refund or premium due to the Named Insured, provided that if at the time of cancellation the Aggregate Limit of Liability has been exhausted, the entire premium shall be considered earned. H. Nonrenewal The Company may nonrenew this Policy by mailing or delivering to the Named Insured at the address stated in the Declarations Page written notice of nonrenewal at least 60 days before the expiration date of this Policy. The offer of renewal policy terms, conditions, or premium amount different than those in effect prior to renewal does not constitute nonrenewal. I. Changes The terms of this Policy shall not be waived or changed except by endorsement issued to form a part of this Policy. J. Bankruptcy or Insolvency of Named Insured Bankruptcy or insolvency of the Named Insured or of the Named Insured's estate shall not relieve the Company of any of its obligations under this Policy. K. Application and Declaration Page By acceptance of this Policy, the Named Insured agrees that the statements in the Application are the Named Insured§ agreements and representations, that they shall be deemed material, that this Policy is issued in reliance upon the truth of such representations and that this Policy embodies all agreements existing between the Named Insured and the Company. This Policy is not effective unless a Declarations Page is issued. Reimbursement While the Company has no duty to do so, if the Company pays Damages or Claims Expenses: 1. Within the amount of the applicable Deductible, or 2. In excess of the applicable Limits of Liability, or 3. Under a reservation of rights to seek reimbursement, and it is determined that the Company is entitled to 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 policy termination. M. Liberalization If the Company adopts, during the Policy Period, any revision that without additional premium would broaden coverage under this Policy , the broadened coverage will apply to this Policy effective when the provision has been approved by the appropriate regulatory authority but such provision shall only apply to Claims first made after the date such approval is received by the Company. AP 00 0001 06 11 © Copyright 2011, General Star Management Company, Stamford, CT Page 12 of 13 N. Examination of Your Books and Records The Company may examine and audit your books and records as they related to this Policy at any time during the Policy Period and up to three (3) years afterward. O. Demise of Named Insured This coverage shall terminate at the earlier of policy termination or thirty (30) days from the date of the demise of the Named Insured unless written notice is given to the Company, together with such information as the Company may request. IN WITNESS WHEREOF the General Star National Insurance Company has caused this policy to be signed by its President and Secretary at Stamford, Connecticut, but the same shall not be binding upon the Company unless countersigned on the Declarations Page by an authorized representative of the Company. Secretary General Star National Insurance Company President AP 00 0001 06 11 © Copyright 2011, General Star Management Company, Stamford, CT Page 13 of 13 GENERAL STAR NATIONAL INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SIGNATURE PAGE IN WITNESS WHEREOF the GENERAL STAR NATIONAL INSURANCE COMPANY has caused this Policy to be signed by its President and Secretary at Stamford, Connecticut. Secretary GENERAL STAR NATIONAL INSURANCE COMPANY President SGN 90 000107 10 General Star Management Company Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement # , effective 06/01/2017 issued to Mark R. Linne farms a part of Policy # NJA306245C SUPPLEMENTARY PAYMENTS - THIRD PARTY NOTIFICATION This endorsement modifies insurance provided under the fallowing: REAL ESTATE APPRAISERS ERRORS AND OMISSIONS INSURANCE POLICY SECTION V - SUPPLEMENTARY PAYMENTS is amended to include the fallowing: The Company will pay in addition to the Limits of Liability stated in Item 3. on the Declarations Page: Up to $2,500 to the Named Insured for: A. The Casts of Third Party Notification, as required by applicable State or Federal privacy statutes, due to the lass, disclosure or dissemination of confidential data as a result of a Named Insuredty act, error, omission or Personal Injury; and B. The cast or fees far services of outside consultants or firms retained by the Named Insured: 1. To mitigate, prevent, or decrease the passibility of further loss as a result of Electronic Information Damages; 2. To investigate and verify the cause, amount or extent of Electronic Information Damages; and 3. To contain, eradicate and recover the lass, disclosure or dissemination of confidential data as a result of Electronic Information Damages. Casts of Third Party Notification and Electronic Information Damages must first take place on or after the Retroactive Date of this Policy and before the end of the Policy Period and be first reported in writing to the Company by the Named Insured during the Policy Period. $2,500 is the maximum aggregate amount payable to the Named Insured regardless of the number of incidents of lass, disclosure or dissemination of confidential information or the number of proceedings covered by this Endorsement. As used in this endorsement the fallowing Definitions apply: A. Casts of Third Party Notification means all casts associated with the notification of current or previous clients or others, who are parties to the Professional Services of the Named Insured, including reasonable applicable and necessary legal fees, other than Claims Expenses, incurred in connection with such notification. B. Electronic Information Damages means damage arising out of the unauthorized and third party: 1. Destruction or addition or deletion of information that was entrusted to the Named Insured by others and that was, resident on the Named Insuredty Network Communications System; 2. Copying or theft of any information resident on Network Communications System; or 3. Use or alteration of any software resident on Network Communications System. C. Network Communications System means any or all of the components, awned and/or controlled by the Named Insured for its Professional Services, including computers and software, which combine to enable the Named Insureds computers to communicate electronically with other computer systems. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THIS POLICY REMAIN UNCHANGED. AP 04 0001 06 11 Page 1 of 1 Q Copyright 2011, General Star Management Company, Stamford, CT May include copyrighted material of Insurance Services Office, Inc., with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement # , effective 06/01/2017 issued to Mark R. Linne farms a part of Policy # NJA306245C SUPPLEMENTARY PAYMENTS - HIGHER LIMITS This endorsement modifies insurance provided under the fallowing: REAL ESTATE APPRAISERS ERRORS AND OMISSIONS INSURANCE POLICY BOARD PROCEEDINGS — LEGAL ASSISTANCE Paragraphs 2 of SECTION V - SUPPLEMENTARY PAYMENTS is deleted and replaced with the fallowing: 2. Up to $3,000 to the Named Insured for attorney fees, and other casts, expenses or fees resulting from the investigation or defense of a proceeding before a state licensing board, local real estate board or governmental regulatory body incurred as the result of a notice of a proceeding, excluding commission disputes, first received by the Named Insured and reported to the Company during the Policy Period, arising out of any act, error, omission or Personal Injury in the rendering of or failure to render Professional Services by the Named Insured covered under this Policy; provided further that $15,000 is the maximum aggregate amount payable to the Named Insured regardless of the number of proceedings; and SUBPOENA — LEGAL ASSISTANCE Paragraphs 3 of SECTION V - SUPPLEMENTARY PAYMENTS is deleted and replaced with the fallowing: 3. Up to $5,000 to the Named Insured for attorney fees and other casts, expenses or fees resulting from a subpoena to the Named Insured for documents or testimony, provided such subpoena is first received by the Named Insured and reported to the Company during the Policy Period, arising out of any act, error, omission or Personal Injury in the rendering of or failure to render Professional Services by the Named Insured covered under this Policy and further provided that: a. The subpoena arises out of a Suit to which the Named Insured is not a party; and b. The Named Insured has not been engaged to provide advice, expert witness or testimony in connection with the Suit, nor has the Named Insured been engaged to provide such advice, expert witness or testimony in the past. Provided further that $5,000 is the maximum aggregate amount payable to the Named Insured regardless of the number of subpoenas. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THIS POLICY REMAIN UNCHANGED. AP 04 0003 07 14 Page 1 of 1 Q Copyright 2014, General Star Management Company, Stamford, CT May include copyrighted material of Insurance Services Office, Inc., with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Endorsement No. Effective Date of this Endorsement: 05/01/2017 Policy No. NJA306245C SUPPLEMENTARY PAYMENTS - REPUTATIONAL PROTECTION EXPENSES This endorsement modifies insurance provided under the fallowing: REAL ESTATE APPRAISERS ERRORS AND OMISSIONS INSURANCE POLICY The fallowing expense is added to SECTION V — SUPPLEMENTARY PAYMENTS: Professional Reputation Protection Up to $2,500 in the aggregate to the Named Insured for Professional Reputation Protection Expenses in response to one or more Reputation Event. The fallowing definitions are added to SECTION VII — DEFINITIONS: Professional Reputation Protection Expenses mean reasonable fees, costs or expenses for consulting services paid to an external public relations firm or crisis management firm, whose engagement is to limit the adverse effects of negative publicity against you caused by a Reputation Event. Reputation Event means an act, error, omission or Personal Injury resulting from the rendering of or failure to render Professional Services that you reasonably believe will have an imminent and materially adverse effect on the total revenues generated from your Professional Services because of diminished confidence by customers based upon unfavorable information made available by or appearing in or on: 1. Broadcasts on television or radio; 2. Newspapers; 3. Social media; or 4. Published both publicly and in writing, whether on paper or in electronic media, provided further that that such written media was in general circulation and such electronic media was available to the public on a fully open network that was neither password protected nor restricted from access by any method. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THIS POLICY REMAIN UNCHANGED. AP 04 0004 07 14 Page 1 of 1 Q Copyright 2014, General Star Management Company, Stamford, CT May include copyrighted material of Insurance Services Office, Inc., with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement # , effective 06/01/2017 issued to Mark R. Linne forms a part of Policy # NJA306245C ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: REAL ESTATE APPRAISERS ERRORS AND OMISSIONS INSURANCE POLICY The following entity(ies) is/are included as an Additional Insured, but only with respect to Claims arising out of any act, error, omission or Personal Injury in the rendering of or failure to render Professional Services by the Named Insured and subject to all of the other terms and conditions of the policy. 1. Chrysalis Valuation Consultants LLC 2. 3. 4. 5. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THIS POLICY REMAIN UNCHANGED. AP 20 0001 06 11 Page 1 of 1 © Copyright 2011, General Star Management Company, Stamford, CT May include copyrighted material of Insurance Services Office, Inc., with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement # , effective 06/01/2017 issued to Mark R. Linne forms a part of Policy # NJA306245C EXCLUSION OF TERRORISM This endorsement modifies insurance provided under the following: REAL ESTATE APPRAISERS ERRORS AND OMISSIONS INSURANCE POLICY Section VI - EXCLUSIONS is amended by the addition of the following: A. An act of terrorism. With respect to an act of terrorism, this exclusion applies only when one or more of the following are attributed to such act: 1. The total of insured damage to all types of property exceeds $25,000,000. In determining whether the $25,040,000 threshold is exceeded, all insured damage sustained by property of all persons and entities affected by the terrorism and business interruption losses sustained by owners or occupants of the damaged property shall be included. For the purpose of this provision, insured damage means damage that is covered by any insurance plus damage that would be covered by any insurance but for the application of any terrorism exclusions; or 2. Fifty or more persons sustain death or serious physical injury. For the purposes of this provision, serious physical injury means: a. Physical injury that involves a substantial risk of death; or b. Protracted and obvious physical disfigurement; or c. Protracted loss of or impairment of the function of a bodily member or organ; or 3. The terrorism involves the use, release or escape of nuclear materials, or directly or indirectly results in nuclear reaction or radiation or radioactive contamination; or 4. The terrorism is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical materials; or 5. Pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of the terrorism was to release such materials. With respect to this exclusion, paragraphs 1. and 2. above describe the thresholds used to measure the magnitude of an act of terrorism incident and the circumstances in which the threshold will apply for the purpose of determining whether this exclusion will apply to that incident. AP 21 0002 06 11 Page 1 of 2 © Copyright 2411, General Star Management Company, Stamford, CT May include copyrighted material of Insurance Services Office, Inc., with its permission. The following definition is added for the purposes of this endorsement: Act of terrorism means a violent act or an act that is dangerous to human life, property or infrastructure that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion. Multiple incidents of an act of terrorism which occur within a seventy-two hour period and appear to be carried out in concert or to have a related purpose or common leadership shall be considered to be one incident. In the event of any act of terrorism that is not subject to this exclusion, the Company has no obligation under this policy to pay Damages a Claim Expenses, or to provide a defense, in connection with any Claim that is otherwise excluded under this policy. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THIS POLICY REMAIN UNCHANGED. AP 21 0002 06 11 Page 2 of 2 © Copyright 2011, General Star Management Company, Stamford, CT May include copyrighted material of Insurance Services Office, Inc., with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement # , effective 05/01/2017 issued to Mark R. Linne farms a part of Policy # NJA306245C RETIREE EXTENDED REPORTING PERIOD OPTION This endorsement modifies insurance provided under the fallowing: REAL ESTATE APPRAISERS ERRORS AND OMISSIONS INSURANCE POLICY In consideration of the ANNUAL PREMIUM shown in the DECLARATIONS PAGE of this Policy, SECTION VIII — EXTENDED REPORTING PERIODS, paragraph E. Retiree Extended Reporting Period Option is deleted in its entirety and is replaced by the fallowing: E. Retiree Extended Reporting Period Option If the Named Insured cancels, nonrenews or fails to renew this Policy due to retirement or permanently ceasing operations in the capacity as an appraiser of real estate, the Named Insured shall, for an additional premium of 150% of the full annual premium for this Policy, have the right to a Retiree Extended Reporting Period for an unlimited period fallowing the end of the Policy Period. This Retiree Extended Reporting Period shall extend for an unlimited period of time in which the Named Insured can give written notice to the Company of Claims first made against the Named Insured during the Automatic Extended Reporting Period or Retiree Extended Reporting Period for any act, error, omission or Personal Injury in the rendering of or failure to render Professional Services taking place on or after the Retroactive Date, as stated on the Declarations Page, and before the end of the Policy Period, subject to the terms, limitations, exclusions and conditions of this Policy. The right to purchase the Retiree Extended Reporting Period shall terminate unless written notice of the Named Insured election together with the additional premium is received by the Company or its authorized agent within sixty (50) days of the end of the Policy Period. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THIS POLICY REMAIN UNCHANGED. AP 27 0004 05 11 Page 1 of 1 Q Copyright 2011, General Star Management Company, Stamford, CT May include copyrighted material of Insurance Services Office, Inc., with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement # , effective 06/01/2017 forms a part of Policy # NJA306245G issued to Mark R. Linne COLORADO AMENDATORY ENDORSEMENT SECTION IX — GENERAL CONDITIONS, paragraph G., Cancellation, is deleted in its entirety, and is replaced by the following: G. Cancellation: This policy may be canceled by the Named Insured by surrender thereof to the Company or any of its authorized representatives or by mailing to the Company written notice stating when thereafter the cancellation shall be effective. 1. If this policy has been in effect for less than sixty (60) days, the Company may cancel this policy by mailing or delivering to the Named Insured written notice of cancellation at least: a. Ten (10) days before the effective date of the cancellation if the Company cancels for nonpayment of premium; or b. Thirty (30) days before the effective date of cancellation if the Company cancels for any other reason. 2. If this policy has been in effect for sixty (60) days or more, or is a renewal of a policy the Company issued, the Company may cancel this policy by mailing through first-class mail to the Named Insured written notice of cancellation: a. Including the actual reason, at least ten (10) days before the effective date of cancellation, if the Company cancels for nonpayment of premium; or b. At least fortyfive (45) days before the effective date of cancellation if the Company cancels for any other reason. 3. The Company may only cancel this policy based on one or more of the following reasons: a. Nonpayment of premium; b. A false statement knowingly made by the Named Insured on the application for insurance; or C. A substantial change in the exposure or risk other than that indicated in 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 accepts such change. If either the Named Insured or the Company cancels, earned premium shall be the pro rated amount of the annual premium. Premium adjustment may be made at the time cancellation is effected and, if not then made, shall be made as soon as practicable after cancellation becomes effective. The Company's check or the check of its representative mailed as aforesaid shall be sufficient tender of any refund or premium due to the Named Insured, provided that if at the time of cancellation the policy limit for the indemnity period involved has been exhausted, the entire premium shall be considered earned. SECTION IX — GENERAL CONDITIONS, paragraph H., Nonrenewal, is deleted in its entirety, and is replaced by the following: H. Nonrenewal: lithe Company decides not to renew this policy, the Company will mail through first-class mail to the Named Insured shown in the Declarations written notice of the nonrenewal at least forty-five (45) days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. AP 01 0005CO 06 11 Page 1 of 2 Copyright 2011, General Star Management Company, Stamford, CT May include copyrighted material of Insurance Services Office, Inc., with its permission The fallowing is added to SECTION IX — GENERAL CONDITIONS: P. Increase In Premium Or Decrease In Coverage: The Company will not increase the premium unilaterally or decrease the coverage benefits on renewal of this policy unless the Company mails through first-class mail written notice of our intention, including the actual reason, to the Named Insured's last mailing address known to the Company, at least 45 days before the effective date. Any decrease in coverage during the policy term must be based on ane or more of the fallowing reasons: 1. Nonpayment of premium; 2. A false statement knowingly made by the Named Insured on the application far insurance; or 3. A substantial change in the exposure or risk other than that indicated in 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 accepts such change. If notice is mailed, proof of mailing will be sufficient proof of notice. Q. Claims Information: Within thirty (30) days of the Named Insured's written request, the Company shall furnish sufficient information about closed or paid Claims for which the Company has established reserves, and Claims for which the Company has received notices of acts, errors, omissions or Personal Injury which could give rise to a Claim. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THIS POLICY REMAIN UNCHANGED. AP 01 0005CO 05 11 Page 2 of 2 Copyright 2011, General Star Management Company, Stamford, CT May include copyrighted material of Insurance Services Office, Inc., with its permission CSO] KS ' ► � 4l I] E.-16101-11= REAL ESTATE APPRAISERS ERRORS AND OMISSIONS INSURANCE POLICY IMPORTANT NOTICE TO POLICYHOLDERS THIS DISCLOSURE FORM IS NOT YOUR POLICY. IT MERELY DESCRIBES SOME OF THE MAJOR FEATURES OF OUR PROFESSIONAL LIABILITY CLAIMS MADE POLICY. 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 applies only to Claims first made against you after the inception date and before the end of the policy period involving any act, error, omission or Personal Injury in the rendering of or failure to render Professional Services that occur after the Retroactive Date. Upon termination of your policy, an extended reporting period may be available. CLAIMS MADE POLICY FORMS In your claims made policy, coverage is provided for liability because of any act, error, omission or Personal Injury in the rendering of or failure to render Professional Services if the Claim for Damages is first made during the policy period. The Claim must be a demand for Damages by an injured party. Under most circumstances, a Claim is considered made when it is received by you and reported to us in writing. Please see your policy for further details. PRINCIPAL BENEFITS This policy provides coverage for Professional Liability 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 agent or broker 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 agent or broker about any questions you might have. RENEWALS AND EXTENDED REPORTING PERIODS Your claims made policy has some unique features relating to renewals and extended reporting periods. If a Claim is made after the termination of your claims made policy, you may not have coverage for that Claim unless you purchase discovery period coverage, which must be offered to you with at least the aggregate limit of your terminated policy, for at least one year, at a premium not to exceed 200% of your terminated policy premium. Carefully review the policy provisions regarding the available discovery period, especially the length of coverage and price, and the time during which you must purchase or accept any offered discovery period. AP 95 0002CO 05 11 Page 1 of 2 Q Copyright 2011, General Star Management Company, Stamford, CT May include copyrighted material of Insurance Services Office, Inc., with its permission. RETROACTIVE DATE When you have a Retroactive Date entered on the Declarations page, there is no coverage for any act, error, omission or Personal Injury in the rendering of or failure to render Professional Services that occurred before the Retroactive Date, even if the Claim is first made during the policy period. If there is no Retroactive Date entered on the Declarations page, the policy will respond only to Claims first made during the policy period for covered injury or Damages, no matter when the injury or Damages occurred. But if previous occurrence type insurance also applies to the injury or Damages, your claims made policy will be excess - that is, it will apply only after that previous insurance is used up. If there is a Retroactive Date, it cannot be moved ahead in time except under certain circumstances, e.g. you changed insurers; there is a substantial change in your operations that increases your exposure to Loss; or you failed to provide us with information you know about the nature of your business or premises; and then only with your written consent. It is important to understand how the claims made policy's discovery period guarantees continuity of coverage if you are offered a renewal or replacement policy with a later Retroactive Date than the one in your current policy. AP 95 0002CO 06 11 Page 2 of 2 © Copyright 2011, General Star Management Company, Stamford, CT May include copyrighted material of Insurance Services Office, Inc., with its permission. Generalkar APPLICATION Mercer Consumer - Real Estate Appraisers Errors & Omissions Insurance P. O. Box 8146 (Colorado) Des Maines, IA 50306-8146 1-866-795-0613 Applicant This application is for an individual deriving 100% of revenue from performing real estate appraisals. If you are involved in other areas of real estate please contact the agent shown above. Mark R. Linne Address Suite 150 225 Union Boulevard (First Name, Middle Initial, Last Name) City Lakewood ST CO Zip 80228 Tel: 303-995-0899 Fax: NOTE: Coverage afforded shall apply to appraisals performed by the applicant appraiser only. Coverage does not apply to the supervision or approval of appraisals performed by others. E -Mail Address: mlinne@chrysalisvaluation.com ❑x In lieu of mailing my policy, you may E-mail my policy to the above address. I agree to accept an electronic copy of my application with the policy. Desired Effective date: 01,JUN-2017 Name of appraisal firm in which you are affiliated: PROGRAM ELIGIBILITY Policy Number (if renewal): NJA306245B s Valuation Consultants LLC To be eligible for this program, the responses to questions 1- 4 below must 4II be `T RUE': AP 08 0006CO 06 11 ©Opvright 2011, General StarManagement Company, Stamford, CT. Page 1 of 3 PRIOR ACTS DATE/RETROACTIVE DATE S. The applicant currently has an active Appraisers Errors & Omissions Insurance Policy? (MUST CHECK ONE) 6. If question 5 is "TRUE", what is the Prior Acts Date on your current policy (also known as the Retroactive Date)? INFORMATION ONLY. The Prior Acts Date [also known as the Retroactive Date] is typically found on the Declarations Page, which is the first page of the policy. If it is not included on the Declarations Page, it will be included in one of the endorsements attached to your policy. All Errors & Omissions policies are assigned a Prior Acts Date, enter the date in question #6 [above] as it appears on your Declarations Page or endorsement If the assigned Prior Acts Dates is'WA-this typically means you have assigned Full Prior Acts Coverage, in which case Group 2 Premiums apply. ® True ❑ False 06/01/2010 MM/DDNYYY RESIDENTIAL VS COMMERCIAL PREMIUM .................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................. To be eligible for the Residential Premiums shown below, the responses to questions 7.9 must all be 'TRUE All others use the Commercial Premium schedule shown below ............................................................................................. 7. In the last fiscalear, 8301- or more of the applicant's revenues have been derived from residential y pp ❑ True © False appraisals. .................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................. 8. Within the last fiscal year, the applicant has not appraised any properties valued at greater than $3,000,000. LJ True ® False ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ 9. The applicant's total gross revenues did not exceed $533,333 for the last three (3) year period. ® True ❑ False .................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................. GROUP 1 PREMIUMS To be eligible for Group 1 Premiums, the applicant: 1. Has an active Appraisers Errors and Omissions Insurance policy with a Prior Acts Date (also known as a Retroactive Date) in question 6 that is 8!1!2006 or more recent (a date between 8!1!2008 and today); or 2. Does NOT have an active Appraisers E&O insurance policy (i.e., your response to question 5 is "FALSE"). Per Claim/ Annual Aggregate Limit RESIDENTIAL COMMERCIAL Select Desired Limit To be eligible for the residential premium your responses to questions 7-9 must all be "true". $300,000 / $600,000 $460 $541 $500,000 /$1,000,000 $525 $618 $1 A00,0001$1,000,000 $548 $645 $1 X000,000 / $2,000,000 $596 $701 GROUP 2 PREMIUMS Group 2 Premiums apply to any applicant who does not qualify for Group 1, including if the Prior Acts Date (also known as a Retroactive Date) in question 6 is either: 1. 7,+31,+2008 or older; or 2. "None", "Not Applicable", "NIA", "Full"or "Unlimited". Per Claim/ Annual Aggregate Limit RESIDENTIAL COMMERCIAL Select Desired Limit To be eligible for the residential premium your responses to questions 7-9 must all be "true". $300,0001$600,000 $587 $691 $500,0001$1,000,000 $670 $788 $1 P00,0001$1,000,000 $700 $823 $1 A00,0001$2,000,000 $760 $894 Premium Enter the premium YOU selected from above: $ 701 Premium Due A standard DEDUCTIBLE of $0.00 per claim applies to each policy. AP 08 0006CO 06 11 (,)Copyright 2011, General Star Management Company, Stamford, CT. Page 2 of 3 If you have an active and in -force Appraisers Errors & Omissions Insurance you need prior acts coverage. Attach a copy of your current policy§ decl aration page showing the prior acts date (also known as the retroactive date) when submitting this application. Notice: the premium will be corrected if such date contradicts a response to questions 5 or 6. APPLICATION Real Estate Appraisers Errors & Omissions Insurance General Star National Insurance Company is an "admitted" or `licensed" insurer in all states except Connecticut (where General Star Indemnity Company is "admitted" or `li censed"), subject to the financial solvency regulation and enforcement, which applies to licensed companies. This insurance company participates in state insurance guarantee funds. Fraud Warning: Any person who knowingly, and with the intent to defraud any insurance company or other person, files an application for insurance or statement of claim containing any material false information or conceals for the purposes of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects the person to criminal and civil penalties and denial of insurance benefits. Notice to Colorado Applicants: It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance, and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the department of regulatory agencies. IT IS AGREED THAT THIS FORM SHALL BE THE BASIS OF THE CONTRACT. SHOULD A POLICY BE ISSUED IT WILL ATTACH TO THE POLICY. Completion of the application or tendering of premium does not bind coverage. I understand that the final premium will be rounded to the next dollar. I declare that the information submitted herein is true to the best of my knowledge and becomes a part of my Application for Real Estate Appraisers Errors and Omissions Insurance. Signature Mark R. Linne Date 04121/2017 Must be signed by the applicant AP 08 0001 CO 06 11 spy right 2011, Ge neral Star Manageme nt Company, Stamford, CT. Page 3 of 3