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20-156.00 Doug Byrd: Young Adult Shelter Realtor Svcs Contract No. 20-156 AGREEMENT FOR PROFESSIONAL SERVICES Byrd Real Estate Group,LLC THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington, hereinafter "City" and Byrd Real Estate Group, LLC, hereinafter "Consultant,"jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services,attached as Exhibit A. A.Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services,schedule,and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services,stop work,and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom,and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C.Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant shall accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by December 31, 2020 unless the time for performance is extended in writing by the Parties. Agreement for Professional Services(with professional liability coverage) Page 1 of 9 Contract No. 20-156 Either Party may terminate this Agreement after providing the other Party with at least 10 days'prior notice. In the event of termination without breach,City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3.Compensation. A. In the event that Consultant is the primary broker for purchase or lease of the young adult shelter on behalf of the buyer, Consultant shall be compensated pursuant to this Section 3(A). City agrees that Consultant shall receive compensation of up to 3% of the purchase price (exclusive of any closing costs, taxes and fees, and prorations), or 3% of the gross lease payments (up to a maximum of $30,000), for any site, facility, or building that is purchased or leased for the purposes of a young adult shelter. The compensation shall be paid by the City, unless an alternative arrangement is agreed to in writing by both parties. Such compensation shall be full compensation for everything done under this Agreement,as set forth in Exhibit A. B. In the event that Consultant is not the primary broker for purchase or lease of the young adult shelter on behalf of the buyer, Consultant shall be compensated pursuant to this Section 3(B). City agrees to pay Consultant an agreed upon rate of$95.00 per hour as full compensation for everything done under this Agreement. Such compensation shall be full compensation for everything done under this Agreement, as set forth in Exhibit A. C. Consultant shall not perform any extra,further,or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4.Payment. Consultant shall be paid upon presentation of an invoice to City after closing of the purchase or lease. Applications for payment shall be sent to the City Finance Department at the below-stated address. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services,City standards,City Code,and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge,City Clerk Name: Doug Byrd&/or Sharon Reynolds Phone: (509)720-5000 Phone:(509)326-8080 Address: 10210 East Sprague Avenue Address: 1912 North Division, Suite 201 Spokane Valley,WA 99206 Spokane, WA 99207 6.Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant states that its designs, construction documents,and services shall conform to all federal, state,and local statutes and regulations. 7. Certification Regarding Debarment, Suspension. and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible,or voluntarily excluded from covered transactions by any federal department or Agreement for Professional Services(with professional liability coverage) Page 2 of 9 Contract No. 20-156 coverages as stated below: 1. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office(ISO)form CA 00 01. 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations, stop-gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Professional liability insurance appropriate to Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1.Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence,and$2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than $2,000,000 per claim and$2,000,000 policy aggregate limit. C.Other Insurance Provisions. The Consultant's policies are to contain,or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2.Consultant shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3. If Consultant maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4.Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement for Professional Services(with professional liability coverage) Page 4 of 9 Contract No.20-156 Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City,offset against funds due Consultant from the City. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, defend, indemnify, and hold harmless City and its officers,agents,and employees,from any and all claims,actions,suits,liability, loss, costs, attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts,errors,or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City,its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may, from time-to-time,receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. Agreement for Professional Services(with professional liability coverage) Page 5 of 9 Contract No. 20-156 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified,or altered except in writing signed by the Parties hereto. 20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor,service,or other thing of value from any person with an interest in this Agreement. 21.Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Consultant,for itself,its assignees,and successors in interest agrees as follows: A. Compliance with Regulations: The Consultant shall comply with the federal laws set forth in this Section ("Acts and the Regulations") relative to non-discrimination in federally-assisted programs as they may be amended from time-to-time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination: The Consultant, with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race,color,or national origin in the selection and retention of subcontractors,including procurements of materials and leases of equipment.The Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations,including employment practices when the contract covers any activity,project, or program set forth in Appendix B of 49 CFR Part 21. C.Solicitations for Subcontracts,Including Procurements of Materials and Equipment:In all solicitations,either by competitive bidding, or negotiation made by the Consultant for work to be performed under a subcontract, including procurements of materials,or leases of equipment, each potential subcontractor or supplier shall be notified by the Consultant of the Consultant's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race,color,or national origin. D. Information and Reports: The Consultant shall provide all information and reports required by the Acts,the Regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of Consultant is in the exclusive possession of another who fails Agreement for Professional Services(with professional liability coverage) Page 6 of 9 Contract No.20-156 or refuses to furnish the information,the Consultant shall so certify to the City,as appropriate,and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a Consultant's noncompliance with the non-discrimination provisions of this Agreement,the City will impose such contract sanctions as it or may determine to be appropriate, including,but not limited to: 1. withholding payments to the Consultant under the Agreement until the Consultant complies;and/or 2.cancelling,terminating,or suspending the Agreement, in whole or in part. F.Incorporation of Provisions: In the event federal funds are used for payment of the services on this Agreement, Consultant shall include the provisions of paragraphs one through six of this Section in every subcontract, including procurements of materials and leases of equipment,unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Consultant shall take action with respect to any subcontract or procurement as the City may direct as a means of enforcing such provisions,including sanctions for noncompliance. Provided,that if the Consultant becomes involved in,or is threatened with litigation by a subcontractor or supplier because of such direction,the Consultant may request that the City enter into any litigation to protect the interests of the City. In addition,the Consultant may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the Consultant agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.,78 stat.252),(prohibits discrimination on the basis of race,color,national origin);and 49 CFR Part 21; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601),(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability);and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC §471, Section 47123), as amended,(prohibits discrimination based on race,creed,color,national origin,or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal- Agreement for Professional Services(with professional liability coverage) Page 7 of 9 Contract No.20-156 aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems,places of public accommodation,and certain testing entities(42 U.S.C. §§12131- 12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race,color,national origin,and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed.Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C.§1681 et seq.). 22. Business Re¢istration. Consultant shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 23.Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section,sentence,clause,or phrase of this Agreement. 24. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B. Insurance Certificates C. Law of Real Estate Agency Agreement for Professional Services(with professional liability coverage) Page 8 of 9 Contract No. The Parties have executed this Agreement this �- day of at ,20 CITY OF SPOKANE VALLEY Consultant: kLL Marc Calhoun,City Manager By: Its: Authorized Representative AP�PROV D AS TO FORM: vL • 0 Office of he City Attorney Agreement for Professional Services(with professional liability coverage) Page 9 of 9 EXHIBIT A: SCOPE OF SERVICES REALTOR SERVICES Consultant shall provide the following services: • Time is of the essence as the Shelter must be operation by December 1, 2020. Consultant shall coordinate with staff from the City of Spokane Valley,City of Spokane, and Spokane County to identify potential suitable properties for a Young Adult Shelter(Shelter) in an expedient manner. • Utilize realty resources to locate properties for sale or lease that fit the parameters provided for the Shelter. • Participate in discussions with staff from all entities identifying relevant characteristics of properties being discussed. • Schedule tours of identified properties and coordinate with team members. • Represent purchasing agency in completing a purchase and sale agreement or lease agreement. • Respond in a timely manner to purchase and sale agreement timeframes for inspection, appraisal, offer and counteroffer responses,and contingencies. • Coordinate that conditions of purchase are progressing in a timely manner and completed to the satisfaction of the purchasing entity. • Coordinate with title agent to complete real estate transition. Coverage Is Provided In: Policy Number: Liberty` `t - American Fire and Casualty Company BZA(21) 57 54 41 03 rt ' Mutual. 9450 Seward Road, Fairfield,Ohio 45014 Policy Period: INSURANCE From 10/09/2020 To 10/09/2021 12:01 am Standard Time Commercial Protector Common at Insured Mailing Location Policy Declarations Named Insured&Mailing Address Agent Mailing Address& Phone No. BYRD REAL ESTATE GROUP LLC (877)466-8(149 1912 N DIVISION ST STE 201 HUB INTERNATIONAL NORTHWEST LLC SPOKANE, WA 99207 PO BOX 3144 SPOKANE, WA 99220-3144 Named Insured Is:LIMITED LIABILITY COMPANY Named Insured Business Is: REAL ESTATE OFFICE In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. SUMMARY OF COVERAGE PARTS AND CHARGES These Declarations together with the Businessowners Coverage Form (and other applicable firms and endorsements, if any, issued to lirrru a part of them) complete this policy. COVERAGE PART CHARGES Commercial Protector $1, 153.00 Total Charges for all of the above coverage parts: $1,153.00 Certified Acts of Terrorism Coverage: $3.00 (Included) Note: This is not a bill IMPORTANT MESSAGES . Equipment Breakdown Enhancement Is Included - See Policy Forms and Endorsements summary Issue Date 08/17/20 Authorized Representative To report a claim, call your Agent or 1-844-325-2467 DS 70 21 01 O8 08/17/20 57544103 POLSVCS 290 NCXtPPNO INSURED COPY 001421 PAGE 31 OF 182 Coverage Is Provided In: Policy Number: k\ Liberty American Fire and Casualty Company BZA (21) 57 54 41 03 �� Mutual. Policy Period: �p INSURANCE From 10/09/2020 To 10/09/2021 12:01 am Standard Time at Insured Mailing Location Common Policy Declarations Named Insured Agent BYRD REAL ESTATE GROUP LLC (877)466-8049 1912 N DIVISION ST STE 201 HUB INTERNATIONAL NORTHWEST LLC SPOKANE, WA 99207 PO BOX 3144 SPOKANE, WA 99220-3144 SUMMARY OF LOCATION(S) AND PREMIUM(S) 0001 1912 N Division St Ste 201, Spokane, WA 99207-2230 $707.00 POLICY FORMS AND ENDORSEMENTS This section lists the Forms and Endorsements for your policy. Refer to these documents as needed for detailed information concerning your coverage. FORM NUMBER TITLE BP 00 03 07 13 Businessowners Coverage Form BP 01 06 03 15 Washington Changes BP 04 20 01 10 Washington Hired Auto and Non-Owned Auto Liability BP 04 41 07 13 Business Income Changes-Time Period BP 04 60 01 10 Washington Employment- Related Practices Exclusion BP 04 73 01 06 Washington Changes- Domestic Abuse BP 05 18 01 15 Washington- Amendment of Terrorism Exclusions BP 05 23 01 15 Cap On Losses From Certified Acts Of Terrorism BP 05 65 01 15 Conditional Exclusion of Terrorism Involving Nuclear, Biological or Chemical Terrorism (Relating to Disposition of Federal Terrorism Risk Insurance Act) BP 06 12 I 1 13 Washington Changes- Defense Costs BP 06 69 01 06 Washington Fungi Or Bacteria Exclusion(Liability) BP 06 74 07 13 Washington Stop Gap- Employer's Liability Coverage In witness whereof, we have caused this policy to be signed by our authorized officers. #4*.1,01 fJ Mark Touhey David Long Secretary President To report a claim,call your Agent or 1-844-325-2467 DS70211116 08/17/20 57544103 POLSVCS 290 NCXFPPNO INSURED COPY 001421 PAGE 38 OF 182 Coverage Is Provided In: Policy Number: Liberty American Fire and Casualty Company BZA (21) 57 54 4103 A Mutual. Policy Period: INSURANCE From 10/09/2020 To 10/09/2021 12:01 am Standard Time at Insured Mailing Location Commercial Protector Common Policy Declarations Named Insured Agent BYRD REAL ESTATE GROUP LLC (877) 466-8049 1912 N DIVISION ST STE 201 HUB INTERNATIONAL NORTHWEST LLC SPOKANE, WA 99207 PO BOX 3144 SPOKANE, WA 99220-3144 POLICY FORMS AND ENDORSEMENTS - CONTINUED This section lists the Forms and Endorsements for your policy. Refer to these documents as needed tier detailed information concerning your coverage. FORM NUMBER TITLE BP 15 04 05 14 Exclusion - Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability - With Limited Bodily Injury Exception BP 79 74 07 13 Amendment of Pollution Exclusion (Premises) BP 79 96 09 16 Businessowners Liability Extension Endorsement BP 80 62 01 07 Real Estate Operations- Limitation of Coverage BP 81 15 03 I I Exclusion- Asbestos BP 82 46 06 09 Employment - Related Practices Liability Coverage BP 88 04 03 14 Exclusion - Professional Services (Real Estate Agents, Insurance Agents, Travel Agents, Financial Services, Computer Software, Insurance Operations) BP 88 77 07 13 Identity Theft Administrative Services and Expense Coverage BP 88 78 07 13 Business Personal Property Limit - Automatic Increase BP 88 84 09 16 Washington - Businessowners Property Extension Endorsement BP 89 04 08 15 Washington - Equipment Breakdown Coverage Endorsement BP 89 38 07 19 Non-Cumulation of Liability Limits (Same Occurrence) To report a claim,call your Agent or 1-844-325-2487 DS70211116 08/17/20 57544103 POLSVCS 290 NCXFPPNO INSURED COPY 001421 PAGE 39 OF 182 This page intentionally left blank. Coverage Is Provided In: Policy Number: •4, Liberty�' American Fire and Casualty Company BZA(21) 57 54 41 03 �� Mutual. Policy Period: INSURANCE From 10/09/2020 To 10/09/2021 Commercial Protector 12.01 am Standard Time at Insured Mailing Location Policy Declarations Named Insured Agent BYRD REAL ESTATE GROUP LLC (877) 466-8049 HUB INTERNATIONAL NORTHWEST LLC SUMMARY OF LIMITS AND CHARGES Businessowners DESCRIPTION LIMIT Liability Limits of liability and Medical Expenses -Occurrence 2,000,000 Insurance Aggregate Limits of Insurance Products-Completed Operations 4,000,000 Other than Products-Completed Operations _ 4,000.000 Broadened Coverage For Damage To Premises Rented To You 2.000.000 Medical Expenses (AI y One Person) 15,000 Explanation of DESCRIPTION PREMIUM Charges Businessowners Locations) Total S707,00 Businessowners Other Coverage(s) Total S443.00 Certified Acts of Terrorism Coverage $3.00 Total Charges: $1,153.00 Note: This is not a bill To report a claim, call your Agent or 1-844-325-2467 D5 70 22 III 08 08/17/20 57544103 POESVCS 290 NCXFPPNO INSURED COPY 001421 PAGE 41 OF 182 Coverage Is Provided In: Policy Number: V, Liberty American Fire and Casualty Company BZA(21) 57 5441 03 Mutual. Policy Period. INSURANCE From 10/09/2020 To 10/09/2021 Commercial Protector 12:01 am Standard Time at Insured Mailing Location Declarations Schedule Named Insured Agent BYRD REAL ESTATE GROUP LLC (877) 466-8049 HUB INTERNATIONAL NORTHWEST LLC SUMMARY OF COVERAGES BY LOCATION 0001 1912 N Division St Ste 201,Spokane, WA 99207-2230 Property Description: Characteristics Construction: foisted Masonry Business Personal Occupancy: Real Estate Offices- No Property Management Property Coverage DESCRIPTION Limit of Insurance $152,534 Covered Causes of Loss Special Form Deductible $500 Automatic Increase Business Personal Property 2. Premium $700.00 Money and DESCRIPTION Securities Limit of Insurance - Inside $10,000 Limit of Insurance - Outside $10,000 Deductible $500 Premium $7.00 To report a claim, call your Agent or 1-844-325-2467 DS 70 23 01 08 08/17/20 57544103 POLSVCS 290 NCXFPPNO INSURED COPY 001421 PAGE 42 OF 182 Coverage Is Provided In: Policy Number: ,i` Liberty American Fire and Casualty Company BZA(21) 57 54 4103 rr Mutual. Policy Period: INSURANCE From 10/09/2020 To 10/09/2021 Commercial Protector 12:01 am Standard Time at Insured Mailing Location Declarations Schedule Named Insured Agent BYRD REAL ESTATE GROUP LLC (877)466-8049 HUB INTERNATIONAL NORTHWEST LLC SUMMARY OF OTHER COVERAGES Employee DESCRIPTION Dishonesty Limit of Insurance $25,000 Including Number of Employees 5 Forgery and Deductible $500 Alteration Premium Included Hired and DESCRIPTION Non-Owned Coverage Characteristics See Endorsement Auto Liability Premium $314.00 Employment Related DESCRIPTION Practices Aggregate Limit $10,000 Each Claim Limit $10.000 Number of Employees 5 Retroactive Date 10/09/2004 Deductible $5,000 Coinsurance 0% Premium $45.00 Property DESCRIPTION Extension See Endorsement Endorsement Premium $10.00 To report a claim,call your Agent or 1-844-325-2467 DS 70 23 0I 08 08/17/20 57544103 POLSVCS 290 NCXFPPNO INSURED COPY 001421 PAGE 43 OF 182 I Coverage Is Provided In: Policy Number: �1,�, Liberty American Fire and Casualty Company BZA(21) 57 54 4103 re.' Mutual. Policy Period: INSURANCE From 10/09/2020 To 10/09/2021 Commercial Protector 12:01 am Standard Time at Insured Mailing Location Declarations Schedule Named Insured Agent BYRD REAL ESTATE GROUP LLC (877) 466-8049 HUB INTERNATIONAL NORTHWEST LLC SUMMARY OF OTHER COVERAGES- continued Washington-Stop DESCRIPTION Gap-Employers Limit of Insurance See Endorsement Liability Coverage Premium $62.00 Identity Recovery DESCRIPTION Coverage for Sec Endorsement Defined Individuals Premium $12.00 Businessowners Location(s) Total $707.00 Businessowners Other Coverage(s) Total $443.00 Businessowners Schedule Total $1,150.00 To report a claim, call your Agent or 1-844-325-2467 DS70230108 08/17/20 57544103 POLSVCS 290 NCXFPPNO INSURED COPY 001421 PAGE 44 OF 182 CNA Real Estate Professionals Errors and Omissions Policy Declarations Agency Branch Prefix Policy Number Insurance is provided by 078990 969 RFB 42310964319 Continental Casualty Company 333 S Wabash Ave Chicago, IL 60604, A Stock Insurance Company. 1. NAMED INSURED AND MAILING ADDRESS: NOTICE TO POLICYHOLDERS: The Errors and Omissions Liability coverage Byrd Real Estate Group, LLC afforded by this policy is on a Claims Made 1912 N. Division basis. Please review the policy carefully Suite 201 and discuss this coverage with your Spokane, WA 99207 insurance agent or broker. 2. POLICY PERIOD: Inception: 10/24/2019 Expiration: 10/24/2020 at 12:01 A.M. Standard Time at the address shown above. 3. ERRORS AND OMISSIONS LIABILITY: A. Limits of Liability: Each Claim: $1,000,000 Aggregate: $1,000,000 B. Discrimination Limits of Liability: $250,000 C. Deductible: Each Claim: $2,500 D. First Coverage Date: 10/24/2011 E. Prior Acts Date: 10/24/2011 4. PREMIUM: $2,648.00 DISCRIMINATION (Optional $250,000 Sublimit): $0.00 TOTAL PREMIUM: $2,648.00 Countersigned by Authorized Representative CNA65780XX ED. 05-2012 - 1 - 1103078-B34457 CNA Real Estate Professionals Errors and Omissions Policy 5. FORMS AND ENDORSEMENTS ATTACHED AT INCEPTION: CNA65781XX Errors and Omissions Policy CNA68180WA Cancellation/Non-Renewal -Washington G-128445-B46 Amendatory Endorsement-Washington CNA65834XX Amend Conditions to Exclusion E 6. WHO TO CONTACT FOR MATERIAL CHANGES AND TO REPORT A CLAIM: Victor O. Schinnerer and Company Two Wisconsin Circle Chevy Chase, Maryland 20815 Countersigned by Authorized Representative CNA65780XX ED. 05-2012 - 2 - I103078-B34457 CNA Real Estate Professionals Errors and Omissions Policy INSURED: Byrd Real Estate Group, LLC Policy: RFB-423109643-19 Effective: 10/24/2019 Endorsement Number: 1 CANCELLATION/NONRENEWAL ENDORSEMENT-WASHINGTON Wherever used in this endorsement: 1) Insurer means"we", "us", "our"or the"Company"as those terms are defined in the policy; and 2) Named Insured means the first person or entity named on the declarations page; and 3) "Insured(s)" means all persons or entities afforded coverage under the policy. Any cancellation, non-renewal or termination provision(s) in the policy are deleted in their entirety and replaced with the following: CANCELLATION AND NON-RENEWAL A. CANCELLATION 1. The Named Insured may cancel the policy at any time. To do so, the Named Insured must: a. return the policy to the Insurer or any of its authorized representatives indicating the effective date of cancellation; or b. provide a written notice by mail fax or e-mail to the Insurer or any of its authorized representative stating at what future date cancellation is to be effective; c. provide verbal notice to the Insurer or any of its authorized representative indicating when the cancellation is to be effective. The Insurer will promptly cancel the policy upon notice of cancellation from the Named Insured the date the Notice is received or the date the Named Insured requests cancellation. 2. The Insurer may cancel the policy by mailing or delivering to the Named Insured written notice of cancellation, including the actual reason for the cancellation, at the last mailing address known to the Insurer, at least: a. ten (10) days before the effective date of cancellation if the insurer cancels for nonpayment of premium; or b. forty-five (45) days before the effective date of cancellation if the Insurer cancels for any other reason. 3. Like notice of cancellation will also be mailed to any mortgage holder, pledge or other person shown in the policy with an interest in any loss which may occur thereunder, at their last mailing address known to the Insurer. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. If notice is mailed, proof of mailing will be sufficient proof of notice. CNA68180WA(6-12) - 1 - I103078-B34457 CNA Real Estate Professionals Errors and Omissions Policy INSURED: Byrd Real Estate Group, LLC Policy: RFB-423109643-19 Effective: 10/24/2019 Endorsement Number: 1 5. If this policy is canceled, the Insurer will send the Named Insured any premium refund due. If the Insurer cancels, the refund will be pro rata. If the Named Insured cancels, the refund will be on a short rate basis. The cancellation will be effective even if the Insurer has not made or not offered a refund. 6. If the Insurer cancels this policy, the earned premium shall be computed pro rata and the unearned premium will be refunded to Named Insured prior to the effective date of cancellation. If the Named Insured cancels this policy, the Insurer shall retain the customary short rate proportion of the premium. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. B. NON-RENEWAL 1. The Insurer can non-renew the policy by giving written notice to the Named Insured, at the last mailing address known, at least forty-five (45) days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. 2. The notice of non-renewal will state the actual reason for non-renewal. The Insurer will also mail written notice of non-renewal to any mortgage holder or other person shown in the policy with an interest in any loss which may occur thereunder, at their last mailing address known to the Insurer. C. OTHER PROVISIONS The Insurer will mail notice of any change in rates or coverage to the Named Insured at least twenty (20) days prior to the expiration date of the policy. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown above, and expires concurrently with said Policy. • Q'47 Countersigned by Authorized Representative CNA68180WA(6-12) - 2 - 1103078-B34457 CNA Real Estate Professionals Errors and Omissions Policy INSURED: Byrd Real Estate Group, LLC Policy: RFB-423109643-19 Effective: 10/24/2019 Endorsement Number: 2 AMENDATORY ENDORSEMENT WASHINGTON I. It is understood and agreed that Section VI., EXCLUSIONS, Exclusion E. is deleted in it's entirety and replaced with the following: E. Pollutants, Mold, Fungi or Microbes based on or arising out of whether suddenly or over a long period of time: 1. any actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, growth or presence of: or 2. any actual, alleged or threatened emission, discharge, dispersal, seepage, release or escape of; or 3. any actual or alleged failure to detect, report, test for, monitor, clean-up, remove, contain, dispose of, treat, detoxify or neutralize, or in any way respond to, assess the effects of or advise of the existence of; any pollutants, fungi or microbes, or of any spores, mycotoxins, odors, or any other substances, products or byproducts produced by, released by, or arising out of the current or past presence of mold, fungi or microbes; This exclusion does not apply to any claim against an Insured: a. based on or arising out of the Insured's failure, in any way, to advise of the existence of pollutants; or b. based on or arising out of the Insured's failure, is his or her capacity as a real estate agent or broker, to advise buyers or sellers of residential property of the existence of mold, fungi or microbes at such residential property, but it, and only if the following conditions were met: (i) neither the Insured nor the Insured's spouse had an ownership interest in such residential property; (ii) a seller's real property disclosure statement was completed by the seller and receipt acknowledged by the buyer in writing prior to closing and a copy was retained in the Insured's transaction file; and (iii) if the Insured acted as agent for the buyer, a statement or disclosure regarding a buyer's right to request testing or inspection for the existence of mold, fungi or microbes was provided to and acknowledged by the buyer in writing, and a copy was retained in the Insured's transaction file. II. It is further understood and agreed that Section VII., CONDITIONS, paragraph G., Subrogation, is deleted and replaced in its entirety by the following: G-128445-B46 (10-12) - 1 - 1103078-B34457 CNA Real Estate Professionals Errors and Omissions Policy INSURED: Byrd Real Estate Group, LLC Policy: RFB-423109643-19 Effective: 10/24/2019 Endorsement Number: 2 G. Subrogation In the event of any payment, we shall be subrogated to all of the Insured's rights of recovery, to the extent of payments made by us, against any person or organization. The Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. III. It is further understood and agreed that Section VII., CONDITIONS, Condition L. Entire Contract, item 4. is deleted and replaced in its entirety by the following: 4. the intentional misrepresentation of any material matter by the Insured or the Isured's agent will render this Policy null and void. IV. It is further understood and agreed that Section VII., CONDITIONS, paragraph M., Sole Agent/Notices, is deleted and replaced in its entirety by the following: M. Sole Agent/Notices The first of you named in the Declarations shall be the sole agent of all Insureds for the purposes of effecting or accepting any notices hereunder, any amendments to or cancellation of this policy, for the completing of any applications, for the payment of any premium and the receipt of any return premium that may become due, and the exercising or declining to exercise any right under this policy. Any notices required to be given by the Insured shall be submitted in writing to us or our authorized representative at the address specified in the Declarations. If mailed, the date of mailing of such notice shall be deemed to be the date such notice was given and proof of mailing shall be sufficient proof of notice. However, notice of cancellation shall be given to the first of you named on the Declarations and to any other person shown by the policy to have an interest in any loss which may occur thereunder. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown above, and expires concurrently with said Policy. Q4171; Countersigned by Authorized Representative G-128445-B46 (10-12) -2 - I103078-B34457 CNA Real Estate Professionals Errors and Omissions Policy INSURED: Byrd Real Estate Group, LLC Policy: RFB-423109643-19 Effective: 10/24/2019 Endorsement Number: 3 AMEND CONDITIONS TO EXCLUSION E. In consideration of the premium paid, it is agreed that Section VI. EXCLUSIONS, Exclusion E. Pollutants, Mold, Fungi or Microbes, subparagraph b. is deleted in its entirety and replaced with the following: b. based on or arising out of the Insured's failure, in providing professional real estate services, to advise buyers or sellers of residential property of the existence of mold, fungi or microbes at such residential property, but if, and only if the following conditions were met: (i) neither the Insured nor the Insured's spouse had an ownership interest in such residential property; and (ii) a Seller's Real Property Disclosure Statement was completed by the seller and receipt acknowledged by the buyer in writing prior to closing and a copy was retained in the Insured's transaction file; All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown above, and expires concurrently with said Policy. toze€,Jr, 9,ra,7 Countersigned by Authorized Representative CNA65834XX(5-12) II03078-B34457 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY THIS INSURANCE IS WRITTEN ON A CLAIMS-MADE BASIS AND ONLY APPLIES TO THOSE CLAIMS FIRST MADE AGAINST INSUREDS WHILE THIS POLICY IS IN FORCE. NO COVERAGE EXISTS FOR CLAIMS FIRST MADE AGAINST INSUREDS BEFORE THE BEGINNING OR AFTER THE END OF THE POLICY PERIOD UNLESS,AND TO THE EXTENT,AN EXTENDED REPORTING PERIOD APPLIES. PLEASE REVIEW THE POLICY CAREFULLY AND DISCUSS THIS COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. Throughout this Policy, the terms "we", "us"and "our" refer to the Insurance Company listed on the Declarations as providing this Insurance. Other words and phrases that appear in bold have the meaning set forth in Section V. DEFINITIONS. Refer to Section V. DEFINITIONS. I. INSURING AGREEMENT A. Indemnity We will pay all amounts in excess of the deductible and within the limits of liability applicable to this Policy, that the Insured becomes legally obligated to pay as damages as a result of a claim by reason of an act or omission in the rendering of professional real estate services by the Insured, or by any person for whom the Insured is legally liable, provided that: 1. such act or omission in the rendering of professional real estate services took place on or after the Prior Acts Date set forth on the Declarations; and 2. on the First Coverage Date shown on the Declarations, no Insured knew or could reasonably have expected that such act or omission, or related acts or omissions, would result in a claim. A claim must be first made during the policy period and must be promptly reported to us in accordance with Section VII. CONDITIONS, Paragraph B. Notice of claims and potential claims. B. Defense We shall have the right and duty to defend a claim even if any of the allegations of the claim are groundless, false or fraudulent. We shall have the right to appoint counsel and to make such investigation, settlement and defense of a claim as is deemed necessary by us. If a claim is submitted to arbitration or mediation, we shall be entitled to exercise all of the Insured's rights in the choice of arbitrators or mediators and in the conduct of an arbitration or mediation proceeding. We shall not settle a claim without the Insured's consent. If the Insured refuses to consent to a settlement or compromise recommended by us and acceptable to the claimant, then our limit of liability shall be reduced to the amount for which the claim could have been settled plus claim expenses incurred up to the time we made our recommendation, which amount shall not exceed the remainder of the limit of liability specified in Section III. LIMITS OF LIABILITY/DEDUCTIBLE, Paragraph B. Limit of Liablity—each claim. We are not obligated to investigate, defend, pay or settle, or continue to investigate, defend, pay or settle a claim after the applicable limit of our liability has been exhausted by payment of damages. In such case, we shall have the right to withdraw from the further investigation, defense, or settlement of such claim. II. SUPPLEMENTARY PAYMENTS Payments made under this section are not subject to the deductible and are in addition to the limit of liability shown on the Declarations. CNA65781XX ED. 05-2012 Page 1 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY A. Loss of Earnings We will pay up to$500 for loss of earnings to each Insured for each day or part of a day such Insured is in attendance, at our request, at a trial, hearing or arbitration proceeding involving a claim against such Insured. In no event shall the amount payable hereunder exceed $15,000 per policy period regardless of the number of Insureds or claims. B. Licensing Proceedings We will pay up to$15,000 to the Insured for attorney fees and other reasonable costs, expenses or fees resulting from the investigation or defense of a proceeding before a real estate licensing board incurred by the Insured as the result of a notice of proceeding both first received by the Insured and reported to us during the policy period, arising out of an act or omission in the rendering of professional real estate services by the Insured. In no event shall the amount payable hereunder exceed $15,000 per proceeding and $30,000 per policy period regardless of the number of Insureds or the number of such proceedings. C. Subpoena Assistance If during the policy period, the Insured receives a subpoena for documents or testimony arising out of professional real estate services and the Insured requests, in writing, our assistance in responding to the subpoena and provides to us a copy of the subpoena during the policy period, then we will retain an attorney to provide advice regarding the production of documents, to prepare the Insured for sworn testimony and to represent the Insured at the Insured's depositions, provided that: 1. the subpoena arises out of a lawsuit to which the Insured is not a party; and 2. the Insured has not been engaged to provide advice or testimony in connection with the lawsuit, nor has the Insured provided such advice or testimony in the past. D. Public Relations We will reimburse you up to$15,000 per public relations event, subject to a maximum of$50,000 per policy period, for reasonable public relations expenses incurred by you for advisory services provided by a public relations firm to you as a result of a public relations event which occurs during the policy period. E. Pre-claims Assistance Until the date a claim is made, we may pay for all costs or expenses we incur, at our sole discretion, as a result of investigating a potential claim that the Insured reports in accordance with Section VII. CONDITIONS, Paragraph B. Notice of claims and potential claims, subparagraph 2. F. Privacy Response We will pay up to$20,000 for expenses incurred by the Insured during the policy period to: 1. hire a computer forensics firm to investigate the existence and cause of any computer or network security breach and to determine the extent of any unauthorized release or use of confidential commercial information or non-public personal information; and 2. provide notification to individuals or entities whose confidential commercial information or non-public personal information may have been disclosed or used in an unauthorized manner; provided that: CNA65781XX ED. 05-2012 Page 2 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY a. the Insured first discovers such breach, unauthorized use or disclosure during such policy period; b. the confidential commercial information or non-public personal information was gathered in the course of rendering professional real estate services; and c. such notification is required to effect compliance with a security breach notice law. III. LIMITS OF LIABILITY/DEDUCTIBLE A. Claim expenses in addition to limits of liability We shall pay claim expenses in connection with covered claims. Claim expenses are in addition to the limit of liability. B. Limit of liability -each claim Subject to paragraph C. below, our limit of liability for damages for each claim shall not exceed the amount stated in the Declarations for"each claim". C. Limit of liability- in the aggregate Our limit of liability for damages for all claims shall not exceed the amount stated in the Declarations as the"aggregate". D. Discrimination Limit of Liability—damages and claim expenses The Discrimination Limit of Liability, as set forth in the Declarations, is applicable to damages and claim expenses with respect to each discrimination claim and to all discrimination claims. The Discrimination Limit of Liability is a sublimit included within and not in addition to the limits of liability shown on the Declarations. Such sublimit is subject to the deductible. E. Deductible The deductible amount stated in the Declarations is the total amount of the Insured's obligation for each claim (other than a lockbox claim) and applies to the payment of damages and claim expenses. The deductible shall be paid by you, or upon your failure to pay,jointly and severally by all Insureds. The deductible applies separately to each claim. The limits of liability set forth in the Declarations are in addition to, and in excess of, the deductible. F. Multiple Insureds, claims and claimants The limit of liability shown in the Declarations is the maximum amount we will pay as damages regardless of the number of Insureds, claims made or persons or entities making claims. G. Related Claims If related claims are subsequently made against the Insured and reported to us during this policy period or any renewal policy period then all such related claims shall be considered a single claim first made within the policy period in which the earliest of the related claims was first made. CNA65781XX ED. 05-2012 Page 3 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY IV. RISK MITIGATION INCENTIVE A. Consent Credit If the Insured promptly consents to settle a claim when we first ask for their consent then, upon your written request, the deductible for which the Insured is then liable will be reduced by 25% up to a maximum of$250 per claim. Your written request must be received within 90 days of such settlement. B. Deductible Waiver The Insured's obligation to pay the deductible amount stated in the Declarations shall be waived, for an amount not to exceed$5,000, if the following conditions are met and evidence of such is provided to us when notice of a claim is received: 1. a seller disclosure form was signed by the seller and acknowledged by the buyer prior to closing; 2. a home warranty policy was purchased prior to closing; 3. either a. a home inspection was completed and a copy was provided to the buyer prior to closing; or b. if you act solely as the buyer's agent a statement outlining the reasons a home inspection should be completed and a list of at least three home inspection companies was provided to such buyer prior to the closing; and 4. a state or local board approved standard sales contract was utilized. The obligation to pay the deductible will not be waived if any Insured individually acted as both the buyer's and seller's agent in the transaction which gives rise to the claim. C. Mediation Incentive If mediation of a claim takes place either without institution of arbitration proceedings or service of suit or within 180 days of the institution of such proceedings or service of suit, and such claim is ultimately resolved by the process of mediation, the deductible applying to the claim will be reduced by 50% or$25000, whichever is less. In the event that one claim is eligible for more than one Risk Mitigation Incentive then you shall receive the benefit of the highest deductible credit. In no way shall this section be construed to afford more than one Risk Mitigation Incentive per claim. V. DEFINITIONS Bodily injury means bodily injury, sickness or disease and death and includes mental injury, mental anguish, mental tension, emotional distress, pain, suffering or shock sustained by any person, whether or not resulting from injury to the body. Circumstance means an act or omission from which an Insured reasonably expects that a claim could be made. CNA65781XX ED. 05-2012 Page 4 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY Claim means a demand, including the service of suit or the institution of an arbitration proceeding received by the Insured for money or service, including a demand alleging personal injury, arising out of an act or omission in the rendering of professional real estate services. Except as respects an innocent insured, a claim, other than a claim for personal injury, cannot arise from intentionally wrongful, dishonest, fraudulent, malicious, or criminal conduct committed by an Insured or at an Insured's direction or with the Insured's prior knowledge. Criminal proceedings are not covered under this Policy regardless of the allegations made against any Insured; Claim also means privacy claims and client network damage claims. Claim expenses means: A. fees charged by attorneys designated by us; and B. all other reasonable and necessary fees, costs and expenses resulting from the investigation, adjustment, defense and appeal of a claim if incurred by us, or by the Insured with our written consent. Claim expenses do not include fees, costs or expenses of independent adjusters or salaries of our officials or employees, other than fees, costs and expenses charged by our employed attorneys who may be designated to represent the Insured. Client Network Damage Claim means a demand, including the service of suit or the institution of an arbitration proceeding, received by the Insured for money or services alleging that a security breach or electronic infection caused network damage to a client's network in the rendering of professional real estate services. Computer Virus means unauthorized computer code that is designed and intended to transmit, infect and propagate itself over one or more networks, and cause: A. a computer code or programs to perform in an unintended manner; B. the deletion or corruption of electronic data or software; or C. the disruption or suspension of a network. Confidential Commercial Information means information that has been provided to the Insured by another, or created by the Insured for another where such information is subject to the terms of a written confidentiality agreement or equivalent obligating the Insured to protect such information on behalf of another. Construction manager means a person providing the following services in connection with the construction, reconstruction and renovation of real property: A. management of facility construction, reconstruction and renovation plans; B. development and management of construction, reconstruction and renovation contracts and subcontracts; or C. development of loss control and risk management plans in connection with the construction, reconstruction or renovation. Damages mean judgments, awards and settlements, provided any settlement is made with our prior written consent. Damages do not include: A. the return or restitution of fees, commissions, expenses or costs; B. civil or criminal fines, sanctions, penalties or forfeitures, whether pursuant to law, statute, regulation or court rule; C. punitive or exemplary amounts; D. the multiplied portion of multiplied awards; E. injunctive or declaratory relief; F. any amount that is not insurable under any applicable law; or G. plaintiffs attorneys fees associated with any of the above. CNA65781XX ED. 05-2012 Page 5 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY Denial of Service Attack means an attack executed over one or more networks or the internet that is specifically designed and intended to disrupt the operation of a network and render a network inaccessible to authorized users. Discrimination Claim means a claim based on or arising out of discrimination, humiliation, harassment, or misconduct that includes but shall not be limited to a claim based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual preference. Domestic Partner means any person qualifying as a "domestic partner" under any federal, state or local laws or under your employee benefit plans. Electronic Infection means the transmission of a computer virus to a network, including without limitation, such transmission to or from your network. Electronic Information Damage means the destruction, deletion or alteration of any information residing on the network of any third party. Guaranteed Sale Listing Contract means a written agreement between you and the seller of a property, in which you agree to purchase the property if it is not sold under the listing agreement in the time frame specified by the agreement. Innocent Insured means an Insured who, upon request, affirmatively states under oath to us that they did not commit or have prior knowledge of the intentionally wrongful, dishonest, fraudulent, malicious or criminal acts or omissions alleged in a claim. A person who fails to take affirmative steps to mitigate loss upon learning of an intentionally wrongful, dishonest, fraudulent, malicious or criminal act or omission, or who is found by a court of competent jurisdiction to have committed such acts or omission, is not an innocent insured. Insured means you and any of the persons or entities listed below but only while rendering professional real estate services on your behalf for others: A. any person who is or becomes your partner, officer, director, employee, member, or independent contractor during the policy period; B. any person previously affiliated with you as your partner, officer, director, employee, member or independent contractor; C. any personal assistant of an Insured as set forth in A or B., above, but only while rendering professional real estate services on behalf of such individual Insured; D. any subsidiary and newly acquired subsidiary. Insured also means any real estate corporation of which you are a franchisee, but only as respects such real estate corporation's liability for acts or omissions of an Insured in the rendering of professional real estate services. Internet means the worldwide public network of computers as it currently exists or may be manifested in the future, but internet does not include the named insured's network. Lock Box means a keyless entry system or similar device used to gain access when showing properties. Lock Box Claim means a claim alleging property damage or bodily injury, arising out of the Insured's maintenance, operation, or use of a lock box in providing professional real estate services on property not owned, occupied by, or leased to the Insured. Mortgage broker means a person or entity that originates commercial or residential real estate mortgage loans in the primary or secondary market. CNA65781XX ED. 05-2012 Page 6 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY Network means a party's local or wide area network owned or operated by or on behalf of or for the benefit of that party; provided, however, network shall not include the internet, telephone company networks, or other public infrastructure network. Network Damage means: A. the unscheduled and unplanned inability of an authorized user to gain access to a network; B. electronic information damage; or C. the suspension or interruption of any network. Newly Acquired Subsidiary means any entity of which you acquire, through acquisition, merger or formation, during the policy period, more than a 50% interest in such entity, but only upon the conditions that: A. within 60 days of such acquisition, we shall have been provided with full particulars of such newly acquired subsidiary; B. we, after receipt of such notice have agreed in writing to insure such newly acquired subsidiary; and, C. you have paid any additional premium and have agreed to any amendment of the provisions of this Policy. On the date during the policy period that your direct or indirect ownership interest in such corporation becomes less than 50% of the issued and outstanding voting stock, such corporation shall cease to be a newly acquired subsidiary under the terms of this Policy. Non-Public Personal Information means personal information not available to the general public from which an individual may be identified, including without limitation, an individual's name, address, telephone number, social security number, account relationships, account numbers, account balances, and account histories. Open House means an advertised designated time period where multiple potential buyers have the opportunity to view the specific property that is listed for sale by the Insured while in the care, custody or control of the Insured. Open House Claim means a claim alleging that property damage occurred as a result of an act or omission during an open house. Personal Injury is an injury, other than bodily injury, arising out of one or more of the following offenses: A. false arrest, detention, or imprisonment; B. malicious prosecution; C. wrongful entry into, wrongful eviction from, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies by or on behalf of its owner, landlord or lessor; D. oral or written publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; E. oral or written publication of material that violates a person's right of privacy. Policy Period means the time from 12:01 A.M. on the inception date of this Policy to the earlier of 12:01 A.M. of the expiration, termination or cancellation date of this Policy. Pollutants means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. Pollutants also means asbestos, radon and lead. Privacy Claim means a demand, including the service of suit or the institution of an arbitration proceeding, received by the Insured for money or services and alleging privacy injury and identity theft that occurred in the rendering of professional real estate services. CNA65781XX ED. 05-2012 Page 7 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY Privacy Injury and Identity Theft means any unauthorized disclosure of, inability to access, or inaccuracy with respect to non-public personal information in violation of any federal, state, foreign or other law, statute or regulation governing the confidentiality, integrity or accessibility of non-public personal information, including but not limited, to the Health Insurance Portability and Accountability Act of 1996, Gramm-Leach-Bliley Act, Children's Online Privacy Protection Act, or the EU Data Protection Act. Professional Real Estate Services means those services rendered by an Insured for others as a: A. real estate agent; B. real estate broker; C. real estate personal assistant, real estate appraiser, property manager, real estate leasing agent, short term escrow agent, mortgage broker or auctioneer of real property, provided that all necessary licenses or certifications are held by the Insured at the time of the act or omission giving rise to the claim; D. expert witness or real estate consultant or counselor provided such services are limited to the areas specified in paragraphs A. through C. of this definition; or E. notary public; or member of a formal real estate accreditation, standards review or similar real estate board or committee. Services as a construction manager are not professional real estate services. Property Damage means: A. physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or B. loss of use or theft of tangible property that is not physically damaged. Property manager means a person or entity providing the following services in connection with the management of commercial or residential property: A. development and implementation of management plans and budget; B. oversight of physical maintenance of property by others, except if such physical maintenance is performed by an Insured or by an entity owned by an Insured in whole or in part; C. solicitation, evaluation and securing of tenants and management of tenant relations, collection of rent and processing evictions; D. development, implementation and management of loss control and risk management plans for real property; E. development, implementation and management of contracts and subcontracts (excluding property and liability insurance contracts) necessary to the daily functioning of the property; or F. personnel administration and record keeping in connection with a managed property; Property manager does not include a construction manager. Public Relations Event means: A. departure, incapacitation, illness or death of a partner, member, officer, director, or sole proprietor- owner of yours; B. your dissolution for any reason other than bankruptcy; C. violent act, kidnapping, sexual assault, criminal firearm use, or workplace accident resulting in negative local or national media coverage of you. Public Relations Expenses means reasonable fees and expenses incurred by you for advisory services provided by a public relations firm to you for up to 60 days following a public relations event. Related claims means all claims arising out of a single act or omission or arising out of related acts or omissions in the rendering of professional real estate services. CNA65781XX ED. 05-2012 Page 8 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY Related Acts or Omissions mean all acts or omissions in the rendering of professional real estate services that are logically or causally connected by any common fact, circumstance, situation, transaction, event, advice or decision. Residential Property means a one to four family dwelling. Security Breach means the failure of your network hardware, software, firmware, the function or purpose of which is to: A. identify and authenticate parties prior to accessing the your network; B. control access to your network and monitor and audit such access; C. protect against computer viruses; D. defend against denial of service attacks upon the Insured or unauthorized use of the Insured's network to perpetrate a denial of service attack; or, E. ensure confidentiality, integrity and authenticity or information on the Insured's network. Security Breach Notice Law means any statute or regulation that requires an entity that maintains confidential commercial information or non-public personal information to provide notice to specified individuals of any actual or potential unauthorized disclosure or potential disclosure of such information. Seller's Real Property Disclosure Statement means a written disclosure of the known condition of the residential property by the seller, including the existence of past or present environmental hazards. Subsidiary means any entity in which you own, either directly or indirectly, more than a 50% interest, and such entity is listed on the application for this Policy. On the date during the policy period when your ownership interest in such entity becomes less than 50% of the issued and outstanding voting stock, such corporation shall cease to be a subsidiary under the terms of this Policy. In such event, coverage under this Policy will continue, but only with respect to acts or omissions committed prior to such date and in accordance with all other terms and conditions of this Policy. Short Term Escrow Agent means an Insured who, in connection with the sale or purchase of real estate, receives or holds funds in, or distributes funds from, an escrow or trust account where all such funds are to be fully distributed within twelve months from the date received. Totally and Permanently Disabled means that an Insured is so disabled as to be wholly prevented from rendering professional real estate services provided that such disability: A. has existed continuously for not less than six(6) months; and B. is reasonably expected to be continuous and permanent. Unauthorized Access means any accessing of information in the Insured's care, custody or control by unauthorized persons or by authorized persons accessing or using such information in an unauthorized manner. Unauthorized access also includes: A. theft from the Insured of any information storage device used by the Insured to: 1. store and retrieve information on the Insured's network; or 2. transport information between the Insured and authorized recipients; B. any unauthorized use by the Insured of information in the Insured's clients' care, custody or control if accessed by the Insured in the course of rendering legal services. You, Your and Yours refer to the persons and entities designated as Named Insured in the Declarations. CNA65781XX ED. 05-2012 Page 9 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY VI. EXCLUSIONS We will not defend or pay any claim: A. Bodily Injury based on or arising out of any actual or alleged bodily injury, except that this exclusion shall not apply to a lock box claim; B. Property Damage based on or arising out of any actual or alleged property damage, except that this exclusion shall not apply to: 1. a lock box claim; 2. an open house claim; C. Conversion based on or arising out of any actual or alleged failure to pay or collect money held for others or any conversion, commingling, defalcation, misappropriation or improper use of funds or other property; D. Misappropriation of ideas based on or arising out of any actual or alleged misappropriation of ideas, information or materials; improper gaining or misuse of confidential or proprietary information, materials or trade secrets; interference with actual or prospective business relationships, contracts or contractual relationships or unfair competition; E. Pollutants, Mold, Fungi or Microbes based on or arising out of whether suddenly or over a long period of time: 1. any actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, growth or presence of; or 2. any actual, alleged or threatened emission, discharge, dispersal, seepage, release or escape of; or 3. any actual or alleged failure to detect, report, test for, monitor, clean-up, remove, contain, dispose of, treat, detoxify or neutralize, or in any way respond to, assess the effects of or advise of the existence of; any pollutants, fungi or microbes, or of any spores, mycotoxins, odors, or any other substances, products or byproducts produced by, released by, or arising out of the current or past presence of mold, fungi or microbes; CNA65781XX ED. 05-2012 Page 10 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY This exclusion applies regardless of any other cause or event that contributes concurrently or in any sequence to the damages claimed. However, this exclusion does not apply to any claim against an Insured: a. based on or arising out of the Insured's failure, in any way, to advise of the existence of pollutants; or b. based on or arising out of the Insured's failure, in his or her capacity as a real estate agent or broker, to advise buyers or sellers of residential property of the existence of mold, fungi or microbes at such residential property, but if, and only if the following conditions were met: (i) neither the Insured nor the Insured's spouse had an ownership interest in such residential property; (ii) a seller's real property disclosure statement was completed by the seller and receipt acknowledged by the buyer in writing prior to closing and a copy was retained in the Insured's transaction file; and (iii) if the Insured acted as agent for the buyer, a statement or disclosure regarding a buyer's right to request testing or inspection for the existence of mold, fungi or microbes was provided to and acknowledged by the buyer in writing, and a copy was retained in the Insured's transaction file. F. Sale of business based on or arising out of any actual or alleged sale or purchase or attempted sale or purchase of a business, except that this exclusion does not apply to that portion of a claim which relates to the purchase, sale or leasing of real property; G. Value or business or future value of property based on or arising out of: 1. any promises, warranties, or guarantees made by an Insured as to the future value or future income of any property; or 2. the valuation or performance of a business in conjunction with any property that is sold; H. Insured vs. Insured by or on behalf of any Insured against any other Insured; I. Property Syndication or Real Estate Investment Trust based on or arising out of any actual or alleged formation, syndication, operation or administration of any property syndication, real estate investment trust or any other form of corporation, general or limited partnership or joint venture formed for the purpose of investing in, buying, selling, or maintaining real property; CNA65781XX ED. 05-2012 Page 11 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY J. Owned, constructed, developed and purchase of property based on or arising out of any actual, alleged or attempted: purchase by; sale, leasing, or appraisal of property developed, constructed or owned by: 1. any Insured; 2. any entity in which the Insured had a financial or a contemplated financial interest; 3. any entity with a financial interest or contemplated financial interest in you; or 4. any entity under the same financial control as you; provided that such financial interest, contemplated financial interest, or financial control existed at the time of the act or omission giving rise to the claim. This exclusion does not apply to: a. the actual or attempted sale of real property that the Insured did not construct or develop and in which the combined ownership interest of all Insureds at the time of such sale was less than 25%; or b. the leasing of real property in which the combined ownership interest of all Insureds was less than 50% at the time of the professional real estate services rendered; or c. the actual or attempted sale, leasing, or property management of the Insured's residential property by another Insured who is not the owner of such residential property; or d. the sale of residential property by an Insured who is the owner of such residential property and all of the following conditions are met in connection with such sale: (i) a written Home Inspection Report is issued by a licensed or accredited home inspector, or was waived in writing by the buyer prior to closing; (ii) a home warranty policy was purchased prior to or at closing; (iii) a seller disclosure form was signed by the Insured and acknowledged in writing by the buyer prior to closing; (iv) the Insured's ownership interest in the property was disclosed in writing; and (v) a state or local board approved standard sales contract was utilized; or e. the actual or attempted sale of real property 100% owned by you if the property was acquired by you under a written guaranteed sale listing contract, and from acquisition to resale the title to the property was held by you for less than twelve months, and the property was continually offered for sale by you; K. Securities Claims based on or arising out of: 1. the filing of any registration statement under the Securities Acts of 1933, or the Securities Exchange Act of 1934, any State Blue Sky Law, or any other state or local securities law; or 2. the Securities Act of 1933, the Securities and Exchange Act of 1934, rules or regulations of the Securities Exchange Commission under either or both acts, similar securities laws or regulations of state, or any laws of any state relating to any transaction arising out of, involving, or relating to the public offering of securities; L. Failure to maintain insurance based on or arising out of any actual or alleged: 1. failure to effect or maintain any insurance, financing or bond; 2. failure to advise of the need for adequate amount or type of insurance, financing or bond; CNA65781XX ED. 05-2012 Page 12 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY M. Other interests, operations or activities based on or arising out of the Insured's actual or alleged interests, operations, or activities as an insurance agent, insurance broker, lawyer, mortgage banker, asset manager, investment manager, title agent, title abstractor, construction manager, property developer or any other profession for which a license is required; N. Violation of Law based on or arising out of any: 1. charges of price fixing, restraint of trade, monopolization or unfair trade; or 2. actual or alleged violation of: a. the Federal Trade Commission Act, the Sherman Act, the Clayton Act, or any federal statutory provision regarding anti-trust law, monopoly, price fixing, price discrimination, predatory pricing, or restraint of trade; b. Telephone Consumer Protection Act(TCPA)47 U.S.C. Section 227 Federal Communications Commission (FCC) rules prohibiting facsimile, electronic mail or any other means of communication; c. any rules or regulations promulgated under or in connection with the above statutes; or d. any similar provision of any state, federal or local statutory law or common law; O. Contractual Liability based on or arising out of an Insured's alleged liability under any oral or written contract or agreement, unless such liability would have attached to any Insured in the absence of such agreement. VII. CONDITIONS A. Territory This Policy applies to acts or omissions that happen anywhere in the world provided that claim is made or suit is brought against an Insured in the United States of America, its territories or possessions or Puerto Rico or Canada. B. Notice of claims and potential claims 1. The Insured, as a condition precedent to our obligations, must promptly give written notice to us during the policy period or the subsequent renewal policy period of any claim made against the Insured during such policy period. This condition will not be a barrier to coverage for those Insureds who do not have personal knowledge of a claim. However, all Insureds must comply with this condition within 90 days of the expiration of the policy period. 2. If during the policy period, the Insured gives us notice of a circumstance detailing: a. the specific act or omission; b. the dates and persons involved; c. the identity of anticipated or possible claimants; and d. the circumstances by which the Insured first became aware of the possible claim, then any claim that is both made against the Insured and reported to us during any renewal policy period and that arises out of such circumstance shall be deemed to have been made at the time such written notice was given to us. CNA65781XX ED. 05-2012 Page 13 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY C. Assistance and Cooperation 1. The Insured shall cooperate with us and upon our request, shall attend hearings, depositions and trials and shall assist in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and assist in the conduct of suits and proceedings in connection with a claim. 2. The Insureds shall assist in the enforcement of any right of contribution or indemnity against any person or organization who or which may be liable to any Insured in connection with a claim. 3. No Insured shall voluntarily assume or admit any liability or incur any expense, except at its own cost, without our written consent. D. Legal Action Limitation 1. The Insureds agree not to bring a legal action against us concerning this Policy unless they have fully complied with all the provisions of this Policy; and the Insured's obligation to pay shall have been finally determined either by judgment against the Insured after actual trial or by written agreement of the Insured, the claimant and us. Any person or organization or the legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. No person or organization shall have any right under this Policy to join us as a party to any action against an Insured, nor shall we be impleaded by the Insured or his legal representative. 2. If, after the final adjudication or settlement of a claim, there is any dispute concerning tort allegations against us regarding the handling or settlement of any claim, we and the Insureds agree to submit such dispute to any form of alternative dispute resolution acceptable to both parties. Should we and the Insureds be unable to agree on the form of alternative dispute resolution, then such dispute shall be submitted to binding arbitration by the American Arbitration Association, under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. E. Changes to your business, Acquisitions and Mergers 1. You must provide prior notice to us of the following events: a. material or significant changes to the type or volume of the professional real estate services reported to us in your application. b. acquisition of you by another entity; c. your merger with another entity; d. the acquisition of all or substantially all of your assets by another entity; or e. the acquisition of all or substantially all of the assets of another entity by you. 2. Upon receipt of such notice, we may: a. adjust the premium to reflect the added exposure; or b. deem this Policy to have ceased with respect to claims made against the Insured based on any act or omission committed or allegedly committed on or subsequent to the time and date of said event. In such case, the policy period shall remain unaltered and coverage will continue but only with respect to acts and omissions committed prior to the time and date of any such events in accordance with all other terms and conditions of this Policy. CNA65781 XX ED. 05-2012 Page 14 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY F. Other insurance This Policy shall be specifically excess over any other valid and collectible insurance, self-insurance or indemnification agreement available to the Insured, whether such other insurance or indemnification agreement is stated to be primary, contributory, excess, contingent, self-insured retention or otherwise. G. Subrogation In the event of any payment, we shall be subrogated to all of the Insured's rights of recovery against any person or organization. The Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing to prejudice such rights. H. Cancellation/Nonrenewal The Cancellation/Nonrenewal provisions are as set forth in the Cancellation/Nonrenewal Endorsement attached to this Policy. I. Changes to Policy Notice to any of our agents or knowledge possessed by any such agent or any other person shall not act as a waiver or change in any part of this Policy. It also will not prevent us from asserting any rights under the provisions of this Policy. None of the provisions of this Policy will be waived, changed or modified except by written endorsement to this Policy. J. Examination of Your Books and Records We may examine, audit and make copies of your books and records at any time during the policy period and up to three years afterward. K. Transfer of Interests For a transfer of interest or an assignment of this Policy to be effective, the first of you named on the Declarations must obtain our written consent. L. Entire Contract By acceptance of this Policy the Insured agrees that: 1. all of the information and statements provided to us by the Insured are true, accurate and complete and shall be deemed to constitute material representations made by the Insured; 2. this Policy is issued in reliance upon the Insured's representations; 3. this Policy, endorsements thereto, together with the completed and signed application and any and all supplementary information and statements provided by the Insured to us (all of which are deemed to be incorporated herein) embody all of the agreements existing between the Insured and us and shall constitute the entire contract between the Insured and us; and 4. the misrepresentation of any material matter by the Insured or the Insured's agent will render the Policy null and void and relieve us from all liability herein. This Policy is void in any case of fraud by the Insured relating to it. It is also void if the Insured intentionally conceals or misrepresents a material fact or circumstance concerning this Policy. CNA65781XX ED. 05-2012 Page 15 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY M. Sole Agent/Notices The first of you named on the Declarations shall be the sole agent of all Insureds for the purposes of effecting or accepting any notices hereunder, any amendments to or cancellation of this policy, for the completing of any applications, for the payment of any premium and the receipt of any return premium that may become due, and the exercising or declining to exercise any right under this policy. Any notices required to be given by the Insured shall be submitted in writing to us or our authorized representative at the address specified in the Declarations. If mailed, the date of mailing of such notice shall be deemed to be the date such notice was given and proof of mailing shall be sufficient proof of notice. N. Bankruptcy Bankruptcy or insolvency of the Insured or of the Insured's estate will not relieve us of our obligations under this Policy. In the event of your bankruptcy, insolvency, or dissolution, we shall have, at our sole option, the right to settle any claim without obtaining consent. O. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives, assigns, spouses and any domestic partners of the Insured shall also be insured under this Policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, assigns, spouses and domestic partners only for claims arising solely out of their status as such and, in the case of a spouse or domestic partner, where such claim seeks damages from marital community property,jointly held property or property transferred from the Insured to the spouse or domestic partner. No coverage is provided for any act, error or omission of an estate, heir, legal representative, assign, spouse or domestic partner. All terms and conditions of this Policy, including without limitation the retention, applicable to damages and claim expenses incurred by the Insured, shall also apply to damages and claim expenses incurred by such estates, heirs, legal representatives, assigns, spouses and domestic partners. P. Trade and Economic Embargoes This policy does not provide coverage for Insureds, transactions or that part of damages or claims expenses that is uninsurable under the laws or regulations of the United States concerning trade or economic sanctions. Q. Liberalization If we adopt any revision that would broaden coverage under this policy form without additional premium at any time during the policy period, the broadened coverage will immediately apply to this Policy except that it will not apply to claims that were first made against the Insured prior to the effective date of such revision. CNA65781XX ED. 05-2012 Page 16 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY VIII. EXTENDED REPORTING PERIODS As used herein, "extended reporting period" means the period of time after the end of the policy period for reporting claims that are made against the Insured during the applicable"extended reporting period" by reason of an act or omission that occurred prior to the end of the policy period and is otherwise covered by this Policy. A. Automatic"extended reporting period" If this Policy is canceled or non-renewed by either us or by you, we will provide an automatic, non- cancelable"extended reporting period" starting at the termination of the policy period if you have not obtained another policy of real estate agents professional liability insurance within sixty (60) days of the termination of this Policy. This automatic"extended reporting period"will terminate after sixty (60) days. B. Optional "extended reporting period" 1. If this Policy is canceled or non-renewed by either us or by you, then the first of you named on the Declarations shall have the right to purchase an optional"extended reporting period". Such right must be exercised by you within sixty (60) days of the termination of the policy period by providing: a. written notice to us; and b. with the written notice, the applicable additional premium which will be calculated in accordance with the rates and rules in effect on the inception date of this Policy. 2. The first sixty (60)days of the optional "extended reporting period", if it is purchased, shall run concurrently with the automatic extended reporting period. C. Death or Disability"extended reporting period" 1. If an Insured dies or becomes totally and permanently disabled during the policy period, then upon the latter of the expiration of: the policy period; any renewal or successive renewal of this policy; or any automatic or optional "extended reporting period" such Insured shall be provided with a death or disability"extended reporting period"as provided below. a. In the event of death, such Insured's estate, heirs, executors or administrators must, within sixty (60) days of the expiration of the policy period, provide us with written proof of the date of death. This death or disability"extended reporting period" is provided to the estate, heirs, executors and administrators of such Insured. b. If an Insured becomes totally and permanently disabled, such Insured or Insured's legal guardian must, within sixty (60) days of the expiration of the policy period, provide us with written proof that such Insured is totally and permanently disabled, including the date the disability commenced, certified by the Insured's physician. We retain the right to contest the certification made by the Insured's physician, and it is a condition precedent to this coverage that the Insured agree to submit to medical examinations by any physician designated by us at our expense. c. This death or disability"extended reporting period" is provided until such Insured shall no longer be totally or permanently disabled or until the death of such Insured, in which case subparagraph a. hereof shall apply. CNA65781XX ED. 05-2012 Page 17 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY 2. No additional premium will be charged for any death or disability"extended reporting period". 3. There is no right to exercise the death or disability"extended reporting period" if, prior to the Insured's death or disability, the Insured's license to perform professional real estate services has been revoked, suspended or surrendered at the request of any regulatory authority, or if the Insured is the subject of a disciplinary investigation or proceeding during the policy period. D. Non-practicing "extended reporting period" 1. If a designated principal, partner, or owner of the Named Insured retires or otherwise voluntarily ceases, permanently and totally, performing professional real estate services during the policy period and has been continuously insured by us for at least five consecutive policy periods, then such Insured shall be provided with a non-practicing "extended reporting period" commencing upon the latter of the expiration of: the policy period; any renewal or successive renewal of this Policy; or any automatic or optional "extended reporting period". 2. This"extended reporting period" is provided until such Insured shall resume performing professional real estate services or until the death of such Insured in which case subparagraph C. 1. a. hereof shall apply. 3. We will issue.a Non-practicing "extended reporting period"only if: a. the Named Insured requests, in writing from us, an endorsement providing such non- practicing "extended reporting period" no more than sixty (60) days after the date of retirement or sixty (60) days after the end of the policy period, whichever is earlier. Such request must include a written confirmation or retirement of such designated principal, partner, or owner of the Named Insured; and b. the Named Insured has paid all premium and deductibles due for this policy at the time the designated principal, partner or owner requests a non-practicing "extended reporting period" endorsement. 4. No additional premium will be charged for any non-practicing "extended reporting period". 5. There shall be no right to the non-practicing "extended reporting period" if the Insured's license to practice professional real estate services has been revoked, suspended or surrendered at the request of any regulatory authority, or if the Insured is the subject of a disciplinary investigation or proceeding during the policy period. E. "Extended reporting periods" limits of liability Our limit of liability for all claims reported during any extended reporting period shall be part of and not in addition to the limits of liability for the policy period as set forth in the Declarations and Section III. LIMITS OF LIABILITY/DEDUCTIBLE of this Policy. F. Elimination of right to any"extended reporting period" There is no right to any"extended reporting period" if we shall cancel or refuse to renew this Policy due to: 1. non-payment of any premium or deductibles due under this Policy; or 2. non-compliance by the Insured with any of the terms and conditions of this Policy; or 3. any misrepresentation or omission in the application for this Policy. CNA65781XX ED. 05-2012 Page 18 CNA REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY G. "Extended reporting period" not a new Policy It is understood and agreed that the"extended reporting period"shall not be construed to be a new Policy and any claim submitted during such period shall otherwise be governed by this Policy. IX. HEADINGS The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. IN WITNESS WHEREOF, we have caused this Policy to be executed by our Chairperson and Secretary, but this Policy shall not be binding upon us unless completed by the attachment of the Declarations and executed by our duly authorized representative. (a)-A-/uiA Chairperson Secretary CNA65781XX ED. 05-2012 Page 19 sifi _J THE LAW OF REAL ESTATE AGENCY # This pamphlet describes your legal rights in dealing with a " + real estate firm or broker. Please read it carefully I` '� � l before signing any documents. The following is only a brief summary of the attached law. SEC. 1. Definitions. Defines the specific terms used in the law. SEC. 2. Relationships between Brokers and the Public. Prescribes that a broker who works with a buyer or tenant represents that buyer or tenant—unless the broker is the listing agent, a seller's subagent, a dual agent, the seller personally or the parties agree otherwise. Also prescribes that in a transaction involving two different brokers licensed to the same real estate firm, the firm's designated broker and any managing broker responsible for the supervision of both brokers, are dual agents and each broker solely represents his or her client—unless the parties agree in writing that both brokers are dual agents. SEC. 3. Duties of a Broker Generally. Prescribes the duties that are owed by all brokers, regardless of who the broker represents. Requires disclosure of the broker's agency relationship in a specific transaction. SEC. 4. Duties of a Seller's Agent. Prescribes the additional duties of a broker representing the seller or landlord only. SEC. 5. Duties of a Buyer's Agent. Prescribes the additional duties of a broker representing the buyer or tenant only. SEC. 6. Duties of a Dual Agent. Prescribes the additional duties of a broker representing both parties in the same transaction, and requires the written consent of both parties to the broker acting as a dual agent. SEC. 7. Duration of Agency Relationship. Describes when an agency relationship begins and ends. Provides that the duties of accounting and confidentiality continue after the termination of an agency relationship. SEC. 8. Compensation. Allows real estate firms to share compensation with cooperating real estate firms. States that payment of compensation does not necessarily establish an agency relationship. Allows brokers to receive compensation from more than one party in a transaction with the parties' consent. SEC. 9. Vicarious Liability. Eliminates the liability of a party for the conduct of the party's agent or subagent, unless the principal participated in or benefited from the conduct or the agent or subagent is insolvent. Also limits the liability of a broker for the conduct of a subagent. SEC. 10. Imputed Knowledge and Notice. Eliminates the common law rule that notice to or knowledge of an agent constitutes notice to or knowledge of the principal. SEC. 11. Interpretation. This law establishes statutory duties which replace common law fiduciary duties owed by an agent to a principal. SEC. 12. Short Sale. Prescribes an additional duty of a firm representing the seller of owner-occupied real property in a short sale. SECTION 1: (e) The principal personally would not be obligated to disclose to the other party. DEFINITIONS. (8) "Dual agent" means a broker who has entered Unless the context clearly requires otherwise, the into an agency relationship with both the buyer and definitions in this section apply throughout this chapter. seller in the same transaction. (1) "Agency relationship" means the agency (9) "Material fact" means information that relationship created under this chapter or by written substantially adversely affects the value of the agreement between a real estate firm and a buyer property or a party's ability to perform its obligations and/or seller relating to the performance of real in a real estate transaction,or operates to materially estate brokerage services. impair or defeat the purpose of the transaction. The fact or suspicion that the property, or any (2) "Agent" means a broker who has entered into neighboring property, is or was the site of a murder, an agency relationship with a buyer or seller. suicide or other death, rape or other sex crime, (3) "Broker" means broker, managing broker, and assault or other violent crime, robbery or burglary, designated broker,collectively,as defined in chapter illegal drug activity, gang-related activity, political 18.85 RCW, unless the context requires the terms to or religious activity, or other act, occurrence, or use be considered separately. not adversely affecting the physical condition of or title to the property is not a material fact. (4) "Business opportunity" means and includes a business, business opportunity, and goodwill of (10) "Owner-occupied real property" means real an existing business, or any one or combination property consisting solely of a single-family thereof when the transaction or business includes residence, a residential condominium unit, or a an interest in real property. residential cooperative unit that is the principal residence of the borrower. (5) "Buyer" means an actual or prospective purchaser in a real estate transaction, or an actual (11) "Principal" means a buyer or a seller who has or prospective tenant in a real estate rental or lease entered into an agency relationship with a broker. transaction, as applicable. (12) "Real estate brokerage services" means the (6) "Buyer's agent" means a broker who has entered rendering of services for which a real estate license into an agency relationship with only the buyer in is required under chapter 18.85 RCW. a real estate transaction, and includes sub-agents (13) "Real estate firm" or "firm" have the same engaged by a buyer's agent. meaning as defined in chapter 18.85 RCW. (7) "Confidential information"means information from (14) "Real estate transaction" or"transaction" means or concerning a principal of a broker that: an actual or prospective transaction involving a (a)Was acquired by the broker during the course purchase, sale, option, or exchange of any interest in of an agency relationship with the principal; real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter,a (b) The principal reasonably expects to be kept prospective transaction does not exist until a written confidential; offer has been signed by at least one of the parties. (c)The principal has not disclosed or authorized (15)"Seller"means an actual or prospective seller in a real to be disclosed to third parties; estate transaction, or an actual or prospective landlord in a real estate rental or lease transaction, as applicable. (d)Would, if disclosed,operate to the detriment of the principal; and (16)"Seller's agent"means a broker who has entered PAGE 2 into an agency relationship with only the seller in shall solely represent the party with whom the a real estate transaction, and includes subagents broker has an agency relationship, unless all parties engaged by a seller's agent. agree in writing that the broker is a dual agent. (17) "Subagent" means a broker who is engaged to (3) A broker may work with a party in separate act on behalf of a principal by the principal's agent transactions pursuant to different relationships, where the principal has authorized the broker in including, but not limited to, representing a party writing to appoint subagents. in one transaction and at the same time not representing that party in a different transaction involving that party, if the broker complies with this chapter in establishing the relationships for each transaction. SECTION 2: RELATIONSHIPS BETWEEN BROKERS AND THE PUBLIC. (1) A broker who performs real estate brokerage SECTION 3: services for a buyer is a buyer's agent unless the: DUTIES OF A BROKER GENERALLY. (a) Broker's firm has appointed the broker to (1) Regardless of whether a broker is an agent, represent the seller pursuant to a written agency the broker owes to all parties to whom the broker agreement between the firm and the seller, in renders real estate brokerage services the following which case the broker is a seller's agent; duties, which may not be waived: (b) Broker has entered into a subagency (a) To exercise reasonable skill and care; agreement with the seller's agent's firm, in which case the broker is a seller's agent; (b) To deal honestly and in good faith; (c) Broker's firm has appointed the broker to (c)To present all written offers, written notices and represent the seller pursuant to a written agency other written communications to and from either agreement between the firm and the seller, party in a timely manner, regardless of whether and the broker's firm has appointed the broker the property is subject to an existing contract for to represent the buyer pursuant to a written sale or the buyer is already a party to an existing agency agreement between the firm and the contract to purchase; buyer, in which case the broker is a dual agent; (d) To disclose all existing material facts known (d) Broker is the seller or one of the sellers; or by the broker and not apparent or readily ascertainable to a party; provided that this (e) Parties agree otherwise in writing after the subsection shall not be construed to imply any broker has complied with RCW 18.86.030(1)(f). duty to investigate matters that the broker has (2) In a transaction in which different brokers not agreed to investigate; affiliated with the same firm represent different (e) To account in a timely manner for all money parties, the firm's designated broker and any and property received from or on behalf of managing broker responsible for the supervision of either party; both brokers, is a dual agent, and must obtain the written consent of both parties as required under (f) To provide a pamphlet on the law of real RCW 18.86.060. In such case, each of the brokers estate agency in the form prescribed in PAGE 3 RCW 18.86.120 to all parties to whom the broker (c) To advise the seller to seek expert advice renders real estate brokerage services, before on matters relating to the transaction that are the party signs an agency agreement with the beyond the agent's expertise; broker, signs an offer in a real estate transaction handled by the broker, consents to dual agency, (d) Not to disclose any confidential information or waives any rights, under RCW 18.86.020(1)(e), from or about the seller,except under subpoena 18.86.040(1)(e), 18.86.050(1)(e), or 18.86.060(2)(e) or court order, even after termination of the or(f),whichever occurs earliest;and agency relationship; and (g) To disclose in writing to all parties to whom (e) Unless otherwise agreed to in writing the broker renders real estate brokerage services, after the seller's agent has complied with before the party signs an offer in a real estate RCW 18.86.030(1)(f), to make a good faith transaction handled by the broker, whether and continuous effort to find a buyer for the the broker represents the buyer, the seller, both property; except that a seller's agent is not parties, or neither party. The disclosure shall be obligated to seek additional offers to purchase set forth in a separate paragraph entitled "Agency the property while the property is subject to an Disclosure" in the agreement between the buyer existing contract for sale. and seller or in a separate writing entitled "Agency (2) (a) The showing of properties not owned by Disclosure:' the seller to prospective buyers or the listing (2) Unless otherwise agreed, a broker owes no of competing properties for sale by a seller's duty to conduct an independent inspection of the agent does not in and of itself breach the duty property or to conduct an independent investigation of loyalty to the seller or create a conflict of of either party's financial condition, and owes interest. no duty to independently verify the accuracy or (b) The representation of more than one seller completeness of any statement made by either by different brokers affiliated with the same firm party or by any source reasonably believed by the in competing transactions involving the same broker to be reliable. buyer does not in and of itself breach the duty of loyalty to the sellers or create a conflict of interest. SECTION 4: DUTIES OF A SELLER'S AGENT. SECTION 5: (1) Unless additional duties are agreed to in writing DUTIES OF A BUYER'S AGENT. signed by a seller's agent, the duties of a seller's agent are limited to those set forth in RCW 18.86.030 (1) Unless additional duties are agreed to in writing and the following, which may not be waived except signed by a buyer's agent, the duties of a buyer's as expressly set forth in (e) of this subsection: agent are limited to those set forth in RCW 18.86.030 (a) To be loyal to the seller by taking no action and the following,which may not be waived except that is adverse or detrimental to the seller's as expressly set forth in (e) of this subsection: interest in a transaction; (a) To be loyal to the buyer by taking no action (b) To timely disclose to the seller any conflicts that is adverse or detrimental to the buyer's of interest; interest in a transaction; PAGE 4 (b) To timely disclose to the buyer any conflicts RCW 18.86.030(1)(f), which consent must include a of interest; statement of the terms of compensation. (c) To advise the buyer to seek expert advice (2) Unless additional duties are agreed to in writing on matters relating to the transaction that are signed by a dual agent, the duties of a dual agent beyond the agent's expertise; are limited to those set forth in RCW 18.86.030 and the following, which may not be waived except as (d) Not to disclose any confidential information expressly set forth in (e) and (f) of this subsection: from or about the buyer,except under subpoena or court order, even after termination of the (a)To take no action that is adverse or detrimental agency relationship; and to either party's interest in a transaction; (e) Unless otherwise agreed to in writing (b) To timely disclose to both parties any after the buyer's agent has complied with conflicts of interest; RCW 18.86.030(1)(f), to make a good faith and continuous effort to find a property for the buyer; (c) To advise both parties to seek expert advice except that a buyer's agent is not obligated to: on matters relating to the transaction that are beyond the dual agent's expertise; (i) seek additional properties to purchase while the buyer is a party to an existing contract to (d) Not to disclose any confidential purchase; or information from or about either party, except under subpoena or court order, even after (ii) show properties as to which there is no termination of the agency relationship; written agreement to pay compensation to the buyer's agent. (e) Unless otherwise agreed to in writing after the dual agent has complied with RCW 18.86.030(1)(f), (2) (a) The showing of property in which a buyer is to make a good faith and continuous effort to interested to other prospective buyers by a find a buyer for the property; except that a dual buyer's agent does not in and of itself breach agent is not obligated to seek additional offers the duty of loyalty to the buyer or create a to purchase the property while the property is conflict of interest. subject to an existing contract for sale; and (b) The representation of more than one buyer (f) Unless otherwise agreed to in writing after the by different brokers affiliated with the same firm dual agent has complied with RCW 18.86.030(1)(f), in competing transactions involving the same to make a good faith and continuous effort to property does not in and of itself breach the find a property for the buyer; except that a dual duty of loyalty to the buyer or create a conflict agent is not obligated to: of interest. (i) seek additional properties to purchase while the buyer is a party to an existing contract to purchase; or (ii) show properties as to which there is no SECTION 6: written agreement to pay compensation to DUTIES OF A DUAL AGENT. the dual agent. (3) (a) The showing of properties not owned (1) Notwithstanding any other provision of this by the seller to prospective buyers or the listing chapter, a broker may act as a dual agent only of competing properties for sale by a dual agent with the written consent of both parties to the does not in and of itself constitute action that is transaction after the dual agent has complied with PAGE 5 adverse or detrimental to the seller or create a a termination does not affect the contractual conflict of interest. rights of either party. (b) The representation of more than one seller (2) Except as otherwise agreed to in writing, a by different brokers licensed to the same firm broker owes no further duty after termination of the in competing transactions involving the same agency relationship, other than the duties of: buyer does not in and of itself constitute action (a) Accounting for all moneys and property that is adverse or detrimental to the sellers or received during the relationship; and create a conflict of interest. (b) Not disclosing confidential information. (4) (a) The showing of property in which a buyer is interested to other prospective buyers or the presentation of additional offers to purchase property while the property is subject to a transaction by a dual agent does not in and of itself SECTION 8: constitute action that is adverse or detrimental to the buyer or create a conflict of interest. COMPENSATION. (b) The representation of more than one (1) In any real estate transaction, a firm's buyer by different brokers licensed to the compensation may be paid by the seller, the buyer, same firm in competing transactions involving a third party, or by sharing the compensation the same property does not in and of itself between firms. constitute action that is adverse or detrimental to the buyer or create a conflict of interest. (2) An agreement to pay or payment of compensation does not establish an agency relationship between the party who paid the compensation and the broker. (3) A seller may agree that a seller's agent's firm may share with another firm the compensation paid by the seller. SECTION 7: (4) A buyer may agree that a buyer's agent's firm DURATION OF AGENCY RELATIONSHIP. may share with another firm the compensation paid by the buyer. (1)The agency relationships set forth in this chapter (5) A firm may be compensated by more than one commence at the time that the broker undertakes to party for real estate brokerage services in a real estate provide real estate brokerage services to a principal transaction, if those parties consent in writing at or and continue until the earliest of the following: before the time of signing an offer in the transaction. (a) Completion of performance by the broker; (6) A firm may receive compensation based on the (b) Expiration of the term agreed upon by the purchase price without breaching any duty to the parties; buyer or seller. (c) Termination of the relationship by mutual (7) Nothing contained in this chapter negates the agreement of the parties; or requirement that an agreement authorizing or employing a broker to sell or purchase real estate (d) Termination of the relationship by notice for compensation or a commission be in writing from either party to the other. However, such and signed by the seller or buyer. PAGE 6 SECTION 9: SECTION 11: VICARIOUS LIABILITY. INTERPRETATION. (1) A principal is not liable for an act, error, or The duties under this chapter are statutory duties omission by an agent or subagent of the principal and not fiduciary duties. This chapter supersedes arising out of an agency relationship: the fiduciary duties of an agent to a principal under (a) Unless the principal participated in or the common law. The common law continues authorized the act, error, or omission; or to apply to the parties in all other respects. This chapter does not affect the duties of a broker (b) Except to the extent that: while engaging in the authorized or unauthorized practice of law as determined by the courts of this (i) the principal benefited from the act, error, state. This chapter shall be construed broadly. or omission; and (ii) the court determines that it is highly probable that the claimant would be unable to enforce a judgment against the agent or subagent. (2)A broker is not liable for an act,error,or omission of a subagent under this chapter, unless that broker SECTION 12: participated in or authorized the act, error or SHORT SALE. omission. This subsection does not limit the liability of a firm for an act, error, or omission by a broker licensed to the firm. When the seller of owner-occupied residential real property enters into a listing agreement with a real estate firm where the proceeds from the sale may be insufficient to cover the costs at closing, it is the responsibility of the real estate firm to disclose to the seller in writing that the decision by any beneficiary or mortgagee,or its assignees,to release its interest SECTION 10: in the real property, for less than the amount the borrower owes, does not automatically relieve the IMPUTED KNOWLEDGE AND NOTICE. seller of the obligation to pay any debt or costs remaining at closing, including fees such as the real (1) Unless otherwise agreed to in writing,a principal estate firm's commission. does not have knowledge or notice of any facts known by an agent or subagent of the principal that are not actually known by the principal. (2) Unless otherwise agreed to in writing, a broker does not have knowledge or notice of any facts known by a subagent that are not actually known by the broker. This subsection does not limit the © Copyright 2013 knowledge imputed to the designated broker or any Northwest Multiple Listing Service managing broker responsible for the supervision of Revised July 2013 the broker of any facts known by the broker. RCW 18.86.120 PAGE 7