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22-102.00 Byrd Real Estate Group: Former White Elephant Property Management22- lc)Z r Byrd Real Estate Group L.L.C. PRODUCING PROPERTY. SOLUTIONS 1912 N DWisioo, Suits 201 &polam, WA 99207 608.72E.8000 w .byr6eWsabWoupxom PROPERTY MANAGEMENT AGREEMENT In consideration of the covenants herein contained between, City of Spokane Valley (hereinafter called "Owner"), and Byrd Property Management Group, LLC, (hereinafter called "Agent"). Owner authorizes Byrd Property Management Group, LLC to appoint Doug Byrd &/or Sharon Reynolds as Owner's acting Agent and to perform all Agent's authorities and obligations within this agreement. The parties agree as follows: The Owner hereby employs the Agent exclusively to operate and manage the property commonly known as: 12614 E Sprague, Spokane Valley WA 99216 Property Address located in Spokane, WA herein after called "premise", which consists of: Single family residence(s) Multi -family building consisting of _units 1 Commercial Buildings consisting of 10,000 Square Feet For a period of commencing One (1) year beginning on the 1st day of August , 2022 and thereafter for annual periods, unless thirty (30) days written notice is given by either party, in which case this agreement will be considered terminated thirty (30) days from receipt of said notice. Should this agreement be terminated by the Owner within the first one hundred eighty (180) days from the aforementioned date, a set-up fee of $100 will be due to Agent from the Owner upon cancellation. This contract will become void if the property is sold. AGENT'S AUTHORITIES AND OBLIGATIONS The agent shall exercise its best efforts as a professional management firm in the management of the premises for the period and upon the terms herein provided and agrees to furnish the services of its organization for the operating and managing of herein described premises. 1. AGENCY DISCLOSURE: Washington State law requires all real estate licensees disclose to all parties whom they represent. You are hereby advised that Agent, Byrd Property Management Group, LLC is Agent of the property Owner. 2. RENTING THE PREMISES: Agent shall use best efforts to advertise the availability "For Rent" of the premises in seeking Tenants for vacant space, and in keeping the premises rented to desirable Tenants who meet both Owner and Agent's rental criteria. Agent shall negotiate leases as may be approved by Owner. Lease terms not to exceed twelve (12) months without Owner approval. Agent shall execute leases and rental agreements on behalf of Owner. Agent shall use due diligence in the selection of prospective Tenants and abide by all Fair Housing Laws. Owner does desire Agent to obtain a credit report & criminal background check on prospective Tenants, at Tenant's cost from Washington Landlord Association. 11Page Byrd Real Estate Group L.L.C. PRODUCING PROPERTY SOLUTIONS 1912 N Division, Suit 201 Spoktr, WA 99207 SM.ffi8.9090 WYY W.byrdrsWoststsgroupxom 3. SECURITY DEPOSIT: Agent shall collect a deposit in advance at the beginning of a new lease for all purposes, including unpaid rent, damage, cleaning, late payment, utilities, keys and other charges. Agent shall retain interest paid on Security Deposit and/or General Trust accounts as well as any forfeited holding fees, NSF, Late and Notice fees incurred by Tenants as additional compensation for additional services required to collect and administer such funds. 4. COLLECTION OF RENT: Agent shall use best efforts in the management of the property and due diligence in the collection of rents and other income. S. SEPARATION OF OWNER'S MONIES: Trust Funds: Deposit all receipts collected for Owner, less any sums properly deducted or disbursed in a financial institution whose deposits are insured by an agency of the United States government. The funds shall be held in Trust Accounts. Agent has two Trust Accounts; i. An "operating" Trust where rents and non-refundable fees are deposited and Owners reserve deposits. Expenses associated with the management of properties are paid from this account. ii. A "security deposit" Trust which holds Tenants' refundable security deposits. Agent's Trust Accounts are currently held at Washington Trust Bank and Agent will promptly notify Owner in writing of any change in depository. All monies received by Agent on behalf of Owner, less any sums properly deducted by Agent pursuant to any of the provisions of this agreement, shall be deposited into a Trust Account maintained by Agent for the deposit of monies of Owners and not co -mingled with the funds of Agent. Agent will not be held liable in the event of Bankruptcy or failure of a depository. 6. LEGAL PROCEEDINGS: Agent may, in the name of and at the expense of the Owner, institute any and all legal action or proceedings for the collection of rent or other income from the property or the ousting or dispossessing of Tenants or other persons therefrom, and such expense may include the engaging of counsel for such matters. 7. MAINTENANCE: Agent is authorized in the name of and at the expense of the Owner, as may be advisable or reasonably necessary in the opinion of Agent, to make or cause to be made ordinary repairs and/or alterations to the premises, make contracts for gas, fuel, water, trash collection or other services, and to purchase supplies and materials. The expense to be incurred for any one transaction shall not exceed the sum of $250.00 unless authorized by Owner, except for actions taken by Agent as may be required by (Title 59.18.070 RCW); Not more than 24 hours, where the defective condition deprives the tenant of hot or cold water, heat, or electricity, or remedy a condition that is immediately hazardous to life; Not more than 72 hours, where the defective condition deprives the tenant the use of a major plumbing fixture supplied by the landlord; Not more than 10 days in all other cases. Owner authorizes Agent to exercise Agent's reasonable judgment in the selection of third -party vendors with regard to the property, or with regard to Owner's Tenant. Owner is responsible for all costs associated with work performed or arranged for by Agent. Should performance, quality, or payment disputes arise, Owner will be responsible for resolution. As Agent for Owner, Byrd Property Management Group, LLC is only responsible for seeking and requesting work for the Owner and cannot 2 1 P a g e Byrd Real Estate Group L.L.C. PRODUCING PROPFRTY SOI.I.ITIONS 1912 N DMsiw, Suit 201 Spokt , WA 99207 609.3262090 w .byrdnetsttproup.eom provide assurances regarding the adequacy of any such work. Byrd Property Management Group, LLC, as an entity will not be responsible for payment of said billing except as directed by Owner. 8. ACCOUNTING STATEMENTS: Agent shall maintain accurate records of monies received and render to Owner a monthly and year end electronic statement of receipts and disbursements, remitting any balance shown due Owner. As required by law, at the end of each calendar year, the Owner will receive a 1099 I.R.S. tax form on all rental income received by the Agent. If Owner chooses a hard copy of financial statements to be delivered by mail, an additional $5.00 per month will be charged. Email Address: 9. UTILITIES: Owner understands that all utilities are their responsibility unless noted in the Tenants' lease. Should any sums be incurred by uncollected payments from Tenants, Owner remains ultimately liable for the cost. Owner must contact each utility, such as electric, gas, water, sewer, garbage/recycling, and any other applicable company and provide them with the property manager's name and phone number and our mailing address for access to Tenants account. Provide Agent with billing information to include account and contact numbers. Owner shall complete utility providers and contact information for each below. Indicate N/A for any items that are not pertinent to your property. Name of Provider Contact Information/Acct #: Electricity:_ Gas/Propane: Water: Sewer: Garbage: Recycling:_ Other: 10. DISPERSAL OF PROCEEDS: Agent is authorized and is hereby directed Owner to pay the expenses and costs for the property, excluding Management fees. and charges, as indicated below from Owner's funds held by Agent, unless directed otherwise by Owner, including but not limited to property management fees and charges, expenses for goods and services as follows including utilities, services 3 1 P a g e Byrd Real Estate Group L.L.C. 10 PRODDING PROPFRTY uN UTIONS 1912 N DNi m, Suite 201 Spolume, WA 99207 509.326.0060 ~.byrdmWestRte¢oW.eom ITEM PAID BY Electric: Owner Tenant By Agent from Owner's funds Natural Gas: Owner Tenant By Agent from Owner's funds Water: Owner Tenant By Agent from Owner's funds Sewer: Owner Tenant By Agent from Owner's funds Trash: Owner Tenant By Agent from Owner's funds Cable: Owner Tenant By Agent from Owner's funds Lawn Maintenance: Owner Tenant By Agent from Owner's funds Landscape Pruning: Owner Tenant By Agent from Owner's funds Roof and Gutters: Owner Tenant By Agent from Owner's funds Insurance: Owner Tenant By Agent from Owner's funds After payment of all expenses iRr=luding management fees and establishment of reserves, funds are disbursed to Owner on or before the twentieth (20th) day of the following month. Agent is authorized and instructed to disburse the Owner's funds as follows: Mail to: X Direct Deposit (ACH Authorization required for direct deposit) 11. PROPERTY INSPECTIONS: Agent shall perform two (2) property inspections in the first year of any tenancy at no cost to Owner. Tenants occupying a property for longer than one (1) year shall be subject to one (1) inspection per additional year of occupancy unless Agent deems additional inspections necessary at sole discretion of Agent. Additional inspections upon Owners request shall paid to Agent at $50.00 per inspection. 12. INSURANCE: Agent shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Agent, its agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance. Agent's required insurance shall be of the types and coverages described 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 Agent's commercial 4 1 P a g e Byrd Real Estate Group PRODUCING PROPERTY SOLUTIONS 1912 N Division, Suit 201 Spoors, WA 99207 609.326.0090 www.byrdmaiestiftgmtjp.com 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. B. Minimum Amounts of Insurance. Agent 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. C. Other Insurance Provisions. The Agent's policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Agent'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 Agent's insurance and shall not contribute with it. 2. Agent 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 Agent 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 Agent, irrespective of whether such limits maintained by Agent 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 Agent. 4. Failure on the part of Agent 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 Agent to correct the breach, immediately terminate the 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 Agent 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, Agent 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. OWNERS OBLIGATIONS 13. MANAGEMENT FEE: Owner agrees to pay the Agent a management fee of three (3) % of gross monthly income, ($100.00 minimum), whichever is greater, plus other fees as set forth in this Agreement. 14. LEASING FEE: A separate Listing Agreement would be supplied. THE OWNER FURTHER AGREES 15. INDEMNITY: Owner shall indemnify and save the Agent harmless from any and all costs, expenses, attorney's fees, suits, liabilities, damages from or connected with the management of the property, or the exercise of any of the duties, obligations, or authorities granted to Agent. Owner shall not hold Agent liable for any error of judgment, or for any 5 1 P a g e yrd Real Estate Group L.L.C. <<rijP� PRODUCING PROPFR7Y SOLUTIONS 1912 N DMalon, Solt 201 4ekem, WA 99207 609.326.8090 www.byrdndnbdogrory.com mistake of fact or law, or for anything which Agent may do or refrain from doing herein, except in cases of willful misconduct or negligence. The foregoing provisions of this paragraph shall remain in force beyond the termination of this Agreement, whether the termination is by expiration of time, operation of law or otherwise. 16. FINANCIAL OBLIGATIONS: Owner agrees to keep current all financial obligations such as mortgages, deeds of trust, payment of property taxes, or other similar encumbrances, and to advise the Agent of any impending breach or default of such financial obligations. In the event of a breach or default that results in a notice of foreclosure, notice of default or trustee's sale, Agent may declare a breach by the Owner and immediately terminate this agreement without notice. 17. MAINTENANCE OF HAZARD AND LIABILITY INSURANCE: Owner agrees to carry, at Owner's expense, bodily injury, property damage and personal injury public liability insurance in the amount of not less than $2,000,000 combined single limit for bodily injury and property damage. Policy shall be written on a comprehensive general liability form. Owner shall obtain the above coverage prior to tenant occupancy. Owner assumes full responsibility for obtaining and maintaining the foresaid coverage throughout this agreement. Owner assumes full responsibility for the payment of any expenses and obligations incurred in connection with the exercise of Agent's duties set forth in this agreement. 18. LANDLORD/TENANT ACT OF WASHINGTON STATE: Owner acknowledges and understands that Agent will abide by the rules the Landlord/Tenant Act of Washington State. Byrd Property Management Group, LLC is an equal opportunity housing provider. Owner and Agent agree to follow all Federal and Local Fair Housing Laws. If Owner should, at any time, request Agent to disregard Fair Housing Laws and/or Landlord/Tenant Laws (Title 59 RCW), this contract will be terminated immediately and the management fees for the balance of this contract or $500.00, whichever is greater, will be due immediately. 19. SPECIAL SERVICES: Examples of Special Services (above and beyond the scope of "normal Property Management services") include but are not limited to; substantial rehabilitation or remodeling, inspectors, appraisers, or prospective buyers, court time for legal eviction of a Tenant assistance at the property for a physical eviction, meetings with insurance adjusters and or coordinating insurance claims. 20. LEAD PAINT DISCLOSURE: Owner represents that the Property X was _ was not constructed prior to 1978. If the Property was built before 1978, Owner will complete and attach to this Agreement an addendum regarding lead base paint and lead based paint hazards that will be made part of any lease of the Property. If the Property was built before 1978, federal law requires the Owner (before a Tenant is obligated under a lease) to: (1) provide the Tenant with the federally approved pamphlet on lead poisoning prevention; (2) disclose the presence of any known lead based paint or hazards in the Property; and (3) deliver all records and reports to the Tenant related to such paint or hazards. Co- operate with Management to facilitate the showing, marketing and lease of the Property. Owner agrees to indemnify and hold harmless Agent from any inadequate disclosure set forth on the lead based paint form. 21. RESERVE ACCOUNT: Upon receiving first month's rent from Tenant, Agent shall maintain an operating account reserve balance of $300.00. No disbursals shall be made to Owner which leaves less than the required reserve in Owner's account. The Agent may terminate this agreement immediately if the request for funds is not paid. Owner 6 1 P a g e i Byrd Real Estate Group L.L.C. PRoDUCING PROPERTY SOLUTIONS 1912 N Dh9sbn, &" 201 Spoor, WA 99207 609.326.9080 v .byrdrrdssOftWouptom understands that it is not Agent's obligation to advance its own funds for payment of Owner's operating expenses. Owner hereby gives agent authority to transfer funds between properties as deemed necessary by agent to fund expenses. 22. AUTHORITY: Byrd Property Management Group, LLC is authorized to take all actions as may be necessary appropriate, or desirable, in discretion, in performing its duties specified herein and within the limitations contained herein, for the management, operation, and protection of the Property. 23. UPON TERMINATION: Owner must deliver to the Tenant then occupying the property a signed statement acknowledging that Owner is responsible for the Tenant's security deposit and specifying the exact dollar amount of the security deposit. Owner agrees to be responsible for all then existing contracts related to the property executed prior to the termination of this agreement and to hold Agent harmless from all claims related to such contracts. This paragraph survives termination of this agreement. 24. TERMINATION: Owner has the right to terminate this agreement if the property has been unoccupied for 60 or more days and Agent has no viable potential Tenants. 25. ADDENDUM ATTACHED: —Yes—X— No If Addendum is attached hereto; it shall become a part of this Agreement: X IRS Form W-9 X Law of Real Estate Agency _Listing Agreement Other This Agreement shall be binding on the parties hereto, their heirs, executers, administrators, successors and/or assigns. Any change to this Agreement m OWNER SIGNATURE: NAME: FAA K ri , L_A WORK PHONE: EMAIL: in writing and signed by all parties concerned. DATE: G Z Y tZ2 BYRD PROPERTY MANAGEMENT GROUP, LLC IQV9[eL/_\V1011.1.1i13:1:431cl►/_11r11:1% CELL PHONE: DATE: 7 1 P a g e ADDRESS: INSURANCE COMPANY: ADDRESS: PHONE Byrd Real Estate Group L.L.C. PRODUCING PROPERTY SOLUTIONS 1912 N Division, Suite 201 Spokane, WA 99207 509.326 8080 v byrdrealestategroup cm AGENT NAME: BYRD PROPERTY MANAGEMENT GROUP, LLC DESIGNATED BROKER SIGNATURE: DATE: 7 1 P a g e 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: DEFINITIONS. Unless the context clearly requires otherwise, the definitions in this section apply throughout this chapter. (1) "Agency relationship" means the agency relationship created under this chapter or by written agreement between a real estate firm and a buyer and/or seller relating to the performance of real estate brokerage services. (2) 'Agent" means a broker who has entered into an agency relationship with a buyer or seller. (3) "Broker" means broker, managing broker, and designated broker, collectively, as defined in chapter 18.85 RCW, unless the context requires the terms to be considered separately. (4) "Business opportunity' means and includes a business, business opportunity, and goodwill of an existing business, or any one or combination thereof when the transaction or business includes an interest in real property. (5) "Buyer" means an actual or prospective purchaser in a real estate transaction, or an actual or prospective tenant in a real estate rental or lease transaction, as applicable. (6) "Buyer's agent" means a broker who has entered into an agency relationship with only the buyer in a real estate transaction, and includes sub -agents engaged by a buyer's agent. (7) "Confidential information" means information from or concerning a principal of a broker that: (a) Was acquired by the broker during the course of an agency relationship with the principal; (b) The principal reasonably expects to be kept confidential; (c) The principal has not disclosed or authorized to be disclosed to third parties; (d) Would, if disclosed, operate to the detriment of the principal; and (e) The principal personally would not be obligated to disclose to the other party. (8) "Dual agent" means a broker who has entered into an agency relationship with both the buyer and seller in the same transaction. (9) "Material fact" means information that substantially adversely affects the value of the property ora party's abilityto perform its obligations in a real estate transaction, or operates to materially impair or defeat the purpose of the transaction. The fact or suspicion that the property, or any neighboring property, is or was the site of a murder, suicide or other death, rape or other sex crime, assault or other violent crime, robbery or burglary, illegal drug activity, gang -related activity, political or religious activity, or other act, occurrence, or use not adversely affecting the physical condition of or title to the property is not a material fact. (10) "Owner -occupied real property" means real property consisting solely of a single-family residence, a residential condominium unit, or a residential cooperative unit that is the principal residence of the borrower. (11) "Principal" means a buyer or a seller who has entered into an agency relationship with a broker. (12) "Real estate brokerage services" means the rendering of services for which a real estate license is required under chapter 18.85 RCW. (13) "Real estate firm" or "firm" have the same meaning as defined in chapter 18.85 RCW. (14) "Real estate transaction" or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties. (15) "Seller" means an actual or prospective seller in a real estate transaction, or an actual or prospective landlord in a real estate rental or lease transaction, as applicable. (16) "Seller's agent" means a broker who has entered PAGE 2 into an agency relationship with only the seller in a real estate transaction, and includes subagents engaged by a seller's agent. (17) "Subagent" means a broker who is engaged to act on behalf of a principal by the principal's agent where the principal has authorized the broker in writing to appoint subagents. SECTION 2: RELATIONSHIPS BETWEEN BROKERS AND THE PUBLIC. (1) A broker who performs real estate brokerage services for a buyer is a buyer's agent unless the: (a) Broker's firm has appointed the broker to represent the seller pursuant to a written agency agreement between the firm and the seller, in which case the broker is a seller's agent; (b) Broker has entered into a subagency agreement with the seller's agent's firm, in which case the broker is a seller's agent; (c) Broker's firm has appointed the broker to represent the seller pursuant to a written agency agreement between the firm and the seller, and the broker's firm has appointed the broker to represent the buyer pursuant to a written agency agreement between the firm and the buyer, in which case the broker is a dual agent; (d) Broker is the seller or one of the sellers; or (e) Parties agree otherwise in writing after the broker has complied with RCW 18.86.030(1)(f). (2) In a transaction in which different brokers affiliated with the same firm represent different parties, the firm's designated broker and any managing broker responsible for the supervision of both brokers, is a dual agent, and must obtain the written consent of both parties as required under RCW 18.86.060. In such case, each of the brokers shall solely represent the party with whom the broker has an agency relationship, unless all parties agree in writing that the broker is a dual agent. (3) A broker may work with a party in separate transactions pursuant to different relationships, including, but not limited to, representing a party 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 3: DUTIES OF A BROKER GENERALLY. (1) Regardless of whether a broker is an agent, the broker owes to all parties to whom the broker renders real estate brokerage services the following duties, which may not be waived: (a) To exercise reasonable skill and care; (b) To deal honestly and in good faith; (c) To present all written offers, written notices and other written communications to and from either party in a timely manner, regardless of whether the property is subject to an existing contract for sale or the buyer is already a party to an existing contract to purchase; (d) To disclose all existing material facts known by the broker and not apparent or readily ascertainable to a party; provided that this subsection shall not be construed to imply any duty to investigate matters that the broker has not agreed to investigate; (e) To account in a timely manner for all money and property received from or on behalf of either party; (f) To provide a pamphlet on the law of real estate agency in the form prescribed in PAGE 3 RCW 18.86.120 to all parties to whom the broker renders real estate brokerage services, before the party signs an agency agreement with the broker, signs an offer in a real estate transaction handled by the broker, consents to dual agency, or waives any rights, under RCW 18.86.020(1)(e), 18.86.040(1)(e), 18.86.050(1)(e), or 18.86.060(2) (e) or (f), whichever occurs earliest; and (g) To disclose in writing to all parties to whom the broker renders real estate brokerage services, before the party signs an offer in a real estate transaction handled by the broker, whether the broker represents the buyer, the seller, both parties, or neither party. The disclosure shall be set forth in a separate paragraph entitled 'Agency Disclosure" in the agreement between the buyer and seller or in a separate writing entitled 'Agency Disclosure:' (2) Unless otherwise agreed, a broker owes no duty to conduct an independent inspection of the property or to conduct an independent investigation of either party's financial condition, and owes no duty to independently verify the accuracy or completeness of any statement made by either party or by any source reasonably believed by the broker to be reliable. SECTION 4: DUTIES OF A SELLER'S AGENT. (1) Unless additional duties are agreed to in writing signed by a seller's agent, the duties of a seller's agent are limited to those set forth in RCW 18.86.030 and the following, which may not be waived except as expressly set forth in (e) of this subsection: (a) To be loyal to the seller by taking no action that is adverse or detrimental to the seller's interest in a transaction; (b) To timely disclose to the seller any conflicts of interest; (c) To advise the seller to seek expert advice on matters relating to the transaction that are beyond the agent's expertise; (d) Not to disclose any confidential information from or about the seller, except under subpoena or court order, even after termination of the agency relationship; and (e) Unless otherwise agreed to in writing after the seller's agent has complied with RCW 18.86.030(1)(f), to make a good faith and continuous effort to find a buyer for the property, except that a seller's agent is not obligated to seek additional offers to purchase the property while the property is subject to an existing contract for sale. (2) (a) The showing of properties not owned by the seller to prospective buyers or the listing of competing properties for sale by a seller's agent does not in and of itself breach the duty of loyalty to the seller or create a conflict of interest. (b) The representation of more than one seller by different brokers affiliated with the same firm in competing transactions involving the same firm does not in and of itself breach the duty of loyalty to the sellers or create a conflict of interest. SECTION 5: DUTIES OF A BUYER'S AGENT. (1) Unless additional duties are agreed to in writing signed by a buyer's agent, the duties of a buyer's agent are limited to those set forth in RCW 18.86.030 and the following, which may not be waived except as expressly set forth in (e) of this subsection: (a) To be loyal to the buyer by taking no action that is adverse or detrimental to the buyer's interest in a transaction; PAGE 4 (b) To timely disclose to the buyer any conflicts of interest; (c) To advise the buyer to seek expert advice on matters relating to the transaction that are beyond the agent's expertise; (d) Not to disclose any confidential information from or about the buyer, except under subpoena or court order, even after termination of the agency relationship; and (e) Unless otherwise agreed to in writing after the buyer's agent has complied with RCW 18.86.030(1)(f), to make a good faith and continuous effort to find a property for the buyer; except that a buyer's agent is not obligated to: (i) seek additional properties to purchase while the buyer is a party to an existing contract to purchase; or (ii) show properties written agreement the buyer's agent. as to which there is no o pay compensation to (2) (a) The showing of property in which a buyer is interested to other prospective buyers by a buyer's agent does not in and of itself breach the duty of loyalty to the buyer or create a conflict of interest. (b) The representation of more than one buyer by different brokers affiliated with the same firm in competing transactions involving the same property does not in and of itself breach the duty of loyalty to the buyer or create a conflict of interest. SECTION 6: DUTIES OF A DUAL AGENT. (1) Notwithstanding any other provision of this chapter, a broker may act as a dual agent only with the written consent of both parties to the transaction after the dual agent has complied with RCW 18.86.030(1)(f), which consent must include a statement of the terms of compensation. (2) Unless additional duties are agreed to in writing signed by a dual agent, the duties of a dual agent are limited to those set forth in RCW 18.86.030 and the following, which may not be waived except as expressly set forth in (e) and (f) of this subsection: (a)Totake no action that is adverse or detrimental to either party's interest in a transaction; (b) To timely disclose to both parties any conflicts of interest; (c) To advise both parties to seek expert advice on matters relating to the transaction that are beyond the dual agent's expertise; (d) Not to disclose any confidential information from or about either party, except under subpoena or court order, even after termination of the agency relationship; (e) Unless otherwise agreed to in writing after the dual agent has complied with RCW 18.86.030(1) (f), to make a good faith and continuous effort to find a buyer for the property; except that a dual agent is not obligated to seek additional offers to purchase the property while the property is subject to an existing contract for sale; and (f) Unless otherwise agreed to in writing afterthe dual agent has complied with RCW 18.86.030(1) (f), to make a good faith and continuous effort to find a property for the buyer; except that a dual agent is not obligated to: (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 written agreement to pay compensation to the dual agent. (3) (a) The showing of properties not owned by the seller to prospective buyers or the listing of competing properties for sale by a dual agent does not in and of itself constitute action that is PAGE 5 adverse or detrimental to the seller or create a conflict of interest. (b) The representation of more than one seller by different brokers licensed to the same firm in competing transactions involving the same buyer does not in and of itself constitute action that is adverse or detrimental to the sellers or create a conflict of interest. (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 constitute action that is adverse or detrimental to the buyer or create a conflict of interest. (b) The representation of more than one buyer by different brokers licensed to the same firm in competing transactions involving the same property does not in and of itself constitute action that is adverse or detrimental to the buyer or create a conflict of interest. SECTION 7: DURATION OF AGENCY RELATIONSHIP. (1) The agency relationships set forth in this chapter commence at the time that the broker undertakes to provide real estate brokerage services to a principal and continue until the earliest of the following: (a) Completion of performance by the broker; (b) Expiration of the term agreed upon by the parties; (c) Termination of the relationship by mutual agreement of the parties; or (d) Termination of the relationship by notice from either party to the other. However, such a termination does not affect the contractual rights of either party. (2) Except as otherwise agreed to in writing, a broker owes no further duty after termination of the agency relationship, other than the duties of: (a) Accounting for all moneys and property received during the relationship; and (b) Not disclosing confidential information. SECTION 8: COMPENSATION. (1) In any real estate transaction, a firm's compensation may be paid by the seller, the buyer, a third party, or by sharing the compensation between firms. (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. (4) A buyer may agree that a buyer's agent's firm may share with another firm the compensation paid by the buyer. (5) A firm may be compensated by more than one party for real estate brokerage services in a real estate transaction, if those parties consent in writing at or before the time of signing an offer in the transaction. (6) A firm may receive compensation based on the purchase price without breaching any duty to the buyer or seller. (7) Nothing contained in this chapter negates the requirement that an agreement authorizing or employing a broker to sell or purchase real estate for compensation or a commission be in writing and signed by the seller or buyer. PAGE 6 SECTION 9: VICARIOUS LIABILITY. (1) A principal is not liable for an act, error, or omission by an agent or subagent of the principal arising out of an agency relationship: (a) Unless the principal participated in or authorized the act, error, or omission; or (b) Except to the extent that: (i) the principal benefited from the act, error, 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 participated in or authorized the act, error or omission. This subsection does not limit the liability of a firm for an act, error, or omission by a broker licensed to the firm. SECTION 10: IMPUTED KNOWLEDGE AND NOTICE. (1) Unless otherwise agreed to in writing, a principal 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 knowledge imputed to the designated broker or any managing broker responsible for the supervision of the broker of any facts known by the broker. SECTION 11: INTERPRETATION. The duties under this chapter are statutory duties and not fiduciary duties. This chapter supersedes the fiduciary duties of an agent to a principal under the common law. The common law continues to apply to the parties in all other respects. This chapter does not affect the duties of a broker while engaging in the authorized or unauthorized practice of law as determined by the courts of this state. This chapter shall be construed broadly. SECTION 12: SHORT SALE. 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 in the real property, for less than the amount the borrower owes, does not automatically relieve the seller of the obligation to pay any debt or costs remaining at closing, including fees such as the real estate firm's commission. © Copyright 2013 Northwest Multiple Listing Service Revised July 2013 RCW 18.86.120 PAGE 7 BYRDREA-01 TNORZING ACORO' `� CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) s/2a2o22 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CN2b1ACT Hub International Northwest LLC PiHvcNN Ems; (509 747-3121 FAX PO Box 3144 ) (AIC, No):(509) 623-1073 Spokane, WA 99220 . nowspkinfo@hubinternational.com INSURED Byrd Real Estate Group LLC 1912 N Division Ste 201 Spokane, WA 99207 nr%1/C0A1_C¢ r`9Z0TICICAT9= All IMRFR• RFVIRInN NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXPLTR LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑X OCCUR X X BZA57644103 10/9/2021 10/9/2022 EACH OCCURRENCE $ 2,000,000 DAEAGE ToRMISES (E.ENTE RENTED occur 2,000,000 MED EXP (Any oneperson) $ 15,000 PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY D jpa1:1 LOC OTHER: GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG 4,000,000 A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS p X AUTOS ONLY X AUOTO� O Y BZA57544103 10/9/2021 10/9/2022 COMBINED tSINGLE LIMIT $ 2,000,000 BODILY INJURY Per arson $ BODILY INJURY Per accident BODILY $ (Per FIROacEcident DAMAGE $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE DED I I RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ ,FFICER/MEMBEREXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA BZA57544103 10/9/2021 10/9/2022 PERTUTE I X OTH- E.L. EACH ACCIDENT 2,000,000 $ E.L. DISEASE - EA EMPLOYE $ 21000,000 E.L. DISEASE - POLICY LIMIT 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) City of Spokane Valley is named an additional insured if required by written contract or written agreement. See attached forms. r`CDTICIrATC Wni nGD r`AAIr`=l I ATin AI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valle tY P y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E. Sprague Ave Spokane Valley, WA 99206 AUUTTHfORIZED REPRESENTATIVE Vfr�( ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD BUSINESSOWNERS BP 79 96 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Below is a summarization of the coverages provided by this endorsement. No coverages are given by this summary. Actual coverage descriptions are within this endorsement. SECTION SUBJECT A. Supplementary Payments Bail Bonds Loss Of Earnings B. Broadened Coverage For Damage To Premises Rented To You C. Incidental Medical Malpractice Injury D. Mobile Equipment E. Blanket Additional Insured (Owners, Contractors Or Lessors) F. Newly Formed Or Acquired Organizations G. Aggregate Limits H. Duties In The Event Of Occurrence, Offense, Claim Or Suit I. Liability And Medical Expenses Definitions Bodily Injury Insured Contract Personal And Advertising Injury Section II - Liability is amended as follows: A. Supplementary Payments Section A.I. Business Liability is modified as follows: 1. The $250 limit shown in Paragraph A.1.f.(1)(b) Coverage Extension - Supplementary Payments for the cost of bail bonds is replaced by a $3,000 limit. 2. The $250 limit shown in Paragraph A.1.f.(1)(d) Coverage Extension - Supplementary Payments for reasonable expenses and loss of earnings is replaced by a $500 limit. B. Broadened Coverage For Damage To Premises Rented To You 1. The last paragraph of Section B.1. Exclusions - Applicable To Business Liability Coverage is replaced by the following: With respect to the premises which are rented to you or temporarily occupied by you with the permis- sion of the owner, Exclusions c., d., e., g., h., k., I., m., n. and o. do not apply to "property damage". © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 2. Paragraph D.2. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under this endorsement for the sum of all damages because of all "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner is the Limit of Insurance shown in the Declarations. 3. Paragraph D.3. Liability And Medical Expenses Limits Of Insurance does not apply. C. Incidental Medical Malpractice Injury 1. Paragraph (4) under Paragraph B.1.j. Exclusions - Applicable To Business Liability Coverage - Profes- sional Services does not apply to "Incidental Medical Malpractice Injury" coverage. 2. With respect to this endorsement, the following is added to Section F. Liability And Medical Expenses Definitions: a. "Incidental Medical Malpractice Injury" means bodily injury arising out of the rendering of or failure to render, during the policy period, the following services: (1) Medical, surgical, dental, x-ray or nursing service or treatment or the furnishing of food or beverages in connection therewith, or (2) The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances. b. This coverage does not apply to: (1) Expenses incurred by the insured for first -aid to others at the time of an accident and the Duties in the Event of Occurrence, Offense, Claim or Suit Condition is amended accordingly. (2) Any insured engaged in the business or occupation of providing any of the services described under a. above. (3) Injury caused by any indemnitee if such indemnitee is engaged in the business or occupation of providing any of the services described under a. above. D. Mobile Equipment Section C. Who Is An Insured is amended to include any person driving "mobile equipment" with your permission. E. Blanket Additional Insured (Owners, Contractors Or Lessors) 1. Section C. Who Is An Insured is amended to include as an insured any person or organization whom you are required to name as an additional insured on this policy under a written contract or written agreement. The written contract or agreement must be: a. Currently in effect or becoming effective during the term of this policy; and b. Executed prior to the "bodily injury", "property damage", or "personal and advertising injury". 2. The insurance afforded to the additional insured is limited as follows: a. The person or organization is only an additional insured with respect to liability arising out of: (1) Real property, as described in a written contract or written agreement, you own, rent, lease, maintain or occupy; and (2) Caused in whole or in part by your ongoing operations performed for that insured. b. The Limit of Insurance applicable to the additional insured are those specified in the written contract or written agreement or the limits available under this policy, as stated in the Declara- tions, whichever are less. These limits are inclusive of and not in addition to the Limit of Insurance available under this policy. c. The insurance afforded to the additional insured does not apply to: (1) Liability arising out of the sole negligence of the additional insured; (2) "Bodily injury", "property damage", "personal and advertising injury", or defense coverage under the Supplementary Payments section of the policy arising out of an architect's, en- gineer's or surveyor's rendering of or failure to render any professional services including: © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 (a) The preparing or approving of maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (3) Any 'occurrence" that takes place after you cease to be a tenant in the premises described in the Declarations; or (4) Structural alterations, new construction or demolition operations performed by or for the person or organization designated in the Declarations. 3. Any coverage provided hereunder shall be excess over any other valid and collectible insurance avail- able to the additional insured whether primary, excess, contingent or on any other basis unless a contract specifically requires that this insurance be primary or you request that it apply on a primary basis. F. Newly Formed Or Acquired Organizations The following is added to Section C. Who Is An Insured: Any business entity acquired by you or incorporated or organized by you under the laws of any individual state of the United States of America over which you maintain majority ownership interest exceeding fifty percent. Such acquired or newly formed organization will qualify as a Named Insured if there is no similar insurance available to that entity. However: 1. Coverage under this provision is afforded only until the 180th day after the entity was acquired or incorporated or organized by you or the end of the policy period, whichever is earlier, 2. Section A.I. Business Liability does not apply to: a. "Bodily injury" or "property damage" that occurred before the entity was acquired or incorporated or organized by you; and " b. "Personal and advertising injury" arising out of an offense committed before the entity was ac- quired or incorporated or organized by you. 3. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. G. Aggregate Limits The following is added to Paragraph D.4. Aggregate Limits Liability and Medical Expenses Limits Of Insurance: 1. The Aggregate Limits apply separately to each of the 'locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. 2. The Aggregate Limits also apply separately to each of your projects away from premises owned by or rented to you. For the purpose of this endorsement only, "location" means premises involving the same or connect- ing lots, or premises whose connection is interrupted only by a street, roadway, waterway or right- of-way of a railroad. H. Duties In The Event Of Occurrence, Offense, Claim Or Suit 1. Paragraph E.2.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition applies only when the 'occurrence" is known to any insured listed in Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. 2. Paragraph E.2.b. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition will not be considered breached unless the breach occurs after such claim or "suit' is known to any insured listed under Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim. © 2016Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 I. Section F. Liability And Medical Expenses Definitions is modified as follows: 1. Paragraph F.3. is replaced by the following: 3. "Bodily Injury" means bodily injury, sickness, disease, or incidental medical malpractice injury sustained by a person, and includes mental anguish resulting from any of these; and including death resulting from any of these at any time. 2. Paragraph F.9. is replaced by the following: 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of prem- ises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement, c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indem- nification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. However, such part of a contract or agreement shall only be considered an "insured contract" to the extent your assumption of the tort liability is permitted by law. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opin- ions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. 3. Paragraph F.14.b. Personal And Advertising Injury is replaced by the following: b. Malicious prosecution or abuse of process; © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4 Why We Are Using the Latest ACORD 24 & 25 Certificate of Insurance In September 2009, ACORD revised the ACORD 24 and 25 Certificate of Insurance form. One of the major changes was the removal of the cancellation notice provision. For the following reasons, we are unable to issue an older edition of this form, modify the current form, or complete a proprietary form you provide. Notice of cancellation is a policy right, not an unregulated service. No insurer shown on this certificate is able to provide the cancellation notice you desire by endorsement. For example, the insured can cancel immediately, so it would be impossible for the insurer to give you the notice you request. State law also grants the insurer the right to cancel for reasons such as nonpayment with less notice than you require. For the reason just cited, if our agency was to issue a certificate that provides the cancellation notice you request, we would do so with the full knowledge that it would be impossible to actually give that amount of notice under certain circumstances. As such, the certificate could be alleged to constitute a misrepresentation or fraud which could subject our agency and staff to serious civil and criminal penalties. If a certificate purports to provide a policy right different from that provided by the policy itself, then the certificate effectively purports to be a policy form. Policy forms must be filed and approved by our state department of insurance. Use of nonfiled policy forms is illegal and could result in legal sanctions distinct from the assertion that the certificate is fraudulent. Under the ACORD Corporation's licensing agreement, the prior editions of superseded forms can be used for one year from the time the new forms are introduced. Beginning in September 2010, this is another reason we cannot use an older edition of the ACORD 24 or 25. Doing so would violate ACORD's licensing agreement and, as a copyrighted document, federal copyright law. Likewise, we are unable to modify the new certificate to add a notice of cancellation. ACORD forms are designed to be completed, not altered. ACORD's Forms Instruction Guide says that a certificate should not be use "To waive rights... To quote wording from a contract... To quote any wording which amends a policy unless the policy itself has-been amended." In addition, our insurance company contracts only allow us to issue unaltered ACORD forms. We are often asked to issue proprietary certificates provided by the certificate requestor. Again, our insurance company contracts only allow us to issue unaltered ACORD forms. Many proprietary certificates include broad, vague or ambiguous language that may or may not be incompliance with state laws, regulations, and insurance department directives. Therefore, we cannot issue any proprietary certificates that have not been reviewed by our state insurance department. You may be interested in how the City of Atlanta, Georgia is now reportedly dealing with this issue based on a very detailed study they conducted in 2008. They decided to no longer require direct notice of cancellation; accordingly, no conforming certificate or endorsement required. They also require contractors to fax a copy of insurer's cancellation notice within 2 business days of receipt. For their complete analysis: littp://tinyurl.com/26guax8. We appreciate your understanding of the legal restrictions on our ability to fully comply with your request. This document was produced by the Independent Insurance Agents & Brokers of America (2010). BUSINESSOWNERS BP14880713 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other In- surance of Section III - Common Policy Condi- tions and supersedes any provision to the con- trary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance avail- able to an additional insured under your poli- cy provided that: 1. The additional insured is a Named In- sured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribu- tion from any other insurance available to the additional insured. BP 14 88 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 AMENDMENT OF CANCELLATION PROVISIONS This Endorsement Changes The Policy. Please Read It Carefully. AMENDMENT OF CANCELLATION PROVISIONS Policy Number: BZA (22) 57 54 4103 Policy Period: From 10/09/2021 To 10/09/2022 12:01 am Standard Time at Insured Mailing Location Any term or provision of the Cancellation Conditions of the policy or any endorsement amending or replacing such Conditions is amended by the following: A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the person or organization shown in the Schedule below. In no event will the notice to the person or organization scheduled below exceed the notice to the first named insured. B. Our obligation to send notice to the person or organization listed in the Schedule below will terminate at the earlier of the current policy period expiration or when you no longer have a legal or contractual = obligation to such person or organization to maintain insurance coverage under a policy which requires that such person or organization be notified in the event of cancellation. SCHEDULE 1.Name or Person or Organization: City of Spokane Valley 2.Mailing Address: 10210 East Sprague Avenue, Spokane Valley, WA 99206 3.Number Days Advance Notice: 30 All other terms and conditions of this policy remain unchanged. To report a claim, call your Agent or 1-844-325-2467 MB CW 01 02 19 Page 01 of 01 POLICY NUMBER: BUSINESSOWNERS BP 04 48 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Spokane Valley 10210 East Sprague Avenue SPOKANE VALLEY, WA 99206 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section 11 - Liability is amended as follows: A. The following is added to Paragraph C. Who Is An Insured: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liabil- ity for "bodily injury", "property dam- age" or "personal and advertising in- jury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your be- half in the performance of your ongoing operations or in connection with your premises owned by or rented to you. However: a. The insurance afforded to such ad- ditional insured only applies to the extent permitted by law; and b. If coverage provided to the addi- tional insured is required by a con- tract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such addi- tional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided to the additional in- sured is required by a contract or agree- ment, the most we will pay on behalf of the additional insured is the amount of insur- ance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the ap- plicable Limits Of Insurance shown in the Declarations. BP 04 48 07 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: BUSINESSOWNERS BP 04 97 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE* Name Of Person Or Organization: City of Spokane Valley 10210 East Sprague Avenue Spokane Valley, WA 99206. Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III - Common 9 Policy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organi- zation shown in the Schedule above. *Information required to complete this Schedule, if not shown above, will be shown in the Declarations. BP 04 97 01 06 ©ISO Properties, Inc., 2004 Page 1 of 1 ACoR" CERTIFICATE OF LIABILITY INSURANCE DAT0/12/2D/YYYY) 1/12/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: I/ONN Ext : (800) 533-7215 Fvc No : (866) 828-2424 ADDRIESS: Certificate@Hanover.com HUB INTERNATIONAL NW, LLC INSURER(S) AFFORDING COVERAGE NAIC# 835 N POST ST STE 203 INSURERA: Allmerica Financial Benefit 41840 SPOKANE WA 99201 INSURED INSURER B INSURER C INSURER D BYRD REAL ESTATE GROUP LLC INSURERE: 1912 N DIVISION ST INSURER F : SPOKANE WA 99207-2230 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS ✓ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE Z OCCUR DAMAGE PREM SESOEa oNcurrDence $ 2,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 2,000,000 A N N Z22 J095028 00 10/9/2022 10/9/2023 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 4,000,000 PRO- POLICY ❑ JECTPRO � LOC PRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 2,000,000 BODILY INJURY (Per person) $ ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS N N Z22 J095028 00 10/9/2022 10/9/2023 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ VHIRED V / NON -OWNED AUTOS ONLY V AUTOS ONLY UMBRELLALIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MADE DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBEREXCLUDED? � N/A N Z22 J095028 00 10/9/2022 10/9/2023 PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF SPOKANE VALLEY WORK 10210 E SPRAGUE AVENUE AUTHORIZED REPRESENTATIVE SUITE 201 SPOKANE VALLEY WA 99207 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD VICTOR July 27, 2022 Toni Mathes HUB International Northwest LLC P.O. Box 3144 Spokane, WA 99220-3144 RE: Byrd Real Estate Group, LLC Real Estate Professionals Errors and Omissions Liability Policy Policy Number: RFB42310964322 Effective Dates: 10/24/2022 through 10/24/2023 1324178 - 47808 Dear Toni: VICTOR INSURANCE MANAGERS INC. Good news! We are pleased to inform you that this Real Estate Professionals Errors and Omissions Liability Policy has qualified for automatic renewal. Your commission payable is 7.50%. This means you • will find the policy and billing notice attached to this email • will not be required to provide a renewal application or questionnaire • will not be required to provide a bind order • will receive the invoice by mail 45 days in advance of the renewal This renewal policy is based on the following: • 12 month gross commissions are $500,000 or less • Total employee count is 25 individuals or less • No changes in ownership • No one in the insured firm is aware of any act, error, omission or other circumstance, which might reasonably be expected to be the basis of a claim or suit, which have not been reported If any of the above information is not correct, please have your client complete the renewal application on our website. These changes may result in expansions, reductions, restrictions, or limitations in coverage. It is a pleasure to provide this valuable protection for your client and to be of service to you. Please contact me if you have any questions. Sincerely, Jae Lee RealEstate.US@victorinsurance.com 301-961-9857 Victor Insurance Managers Inc. Victor Insurance Services Inc. in MN I DBA in CA and NY: Victor Insurance Services I CA Ins. Lic. # 0156109 301 961 9800 • limo corir • 7700 Wisconsin Agra; , S uito 400, IFlothosda, II II) 20814 Page 1 of 1 CNA Real Estate Professionals Errors and Omissions Policy Declarations Agency Branch Prefix Policy Number Insurance is provided by 078990 969 RFB 42310964322 Continental Casualty Company, 151 North Franklin Street, Chicago, IL 60606 A Stock Insurance Company. 1. NAMED INSURED AND MAILING ADDRESS: Byrd Real Estate Group, LLC 1912 N. Division Suite 201 Spokane, WA 99207 NOTICE TO POLICYHOLDERS: The Errors and Omissions Liability coverage afforded by this policy is on a Claims Made basis. Please review the policy carefully and discuss this coverage with your insurance agent or broker. 2. POLICY PERIOD: Inception: 10/24/2022 Expiration: 10/24/2023 at 12:01 A.M. Standard time at your address shown above. 3. ERRORS AND OMISSIONS LIABILITY: A. Limits of Liability: Each Claim: $2,000,000 B. Discrimination Limits of Liability: C. Deductible: Each Claim: $2,500 D. First Coverage Date: 10/24/2011 E. Retroactive Date: 10/24/2011 4. PREMIUM Total Premium: 5. FORMS AND ENDORSEMENTS ATTACHED AT INCEPTION: Aggregate: $2,000,000 $250,000 $2,947 $2,947.00 CNA65781XX Real Estate Professionals Errors and Omissions Liability Policy CNA68180WA RE19 Cancellation/Non-Renewal - Washington G-128445-B46 RE19 Amendatory Endorsement -Washington CNA65834XX RE19 Amend Conditions to Exclusion E CNA65780XX ED. 05-2012 1 - 1324178 B - 034457 '�1�''""/ Countersigned by Authorized Represe ive 6. WHO TO CONTACT FOR MATERIAL CHANGES AND TO REPORT A CLAIM: CNA65780XX ED. 05-2012 Victor Insurance Managers Inc. 7700 Wisconsin Ave, Suite 400 Bethesda MD 20814-6562 1 - 1324178 B - 034457 E Countersigned by Authorized Represe ive Cam'/c1 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. 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 CNA65781 XX ED.05-2012 CNA Real Estate Professionals Errors and Omissions Policy 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: 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 CNA65781 XX ED.05-2012 2 CNA Real Estate Professionals Errors and Omissions Policy "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. 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 $25,000, whichever is less. CNA65781 XX ED.05-2012 3 CNA Real Estate Professionals Errors and Omissions Policy 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. Claim means a demand, including the service of suit or the institution of an arbitration proceeding received by the Insured for money or services, 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. plaintiff's attorneys fees associated with any of the above. CNA65781 XX ED.05-2012 4 Cam'/c1 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. 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 CNA65781 XX ED.05-2012 5 Cam'/c1 Real Estate Professionals Errors and Omissions Policy 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. 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. CNA65781 XX ED.05-2012 6 Cam'/c1 Real Estate Professionals Errors and Omissions Policy 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. 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, a separately held escrow or trust account where all such funds are to be fully CNA65781 XX ED.05-2012 Cam'/c1 distributed within twelve months from the date received. Real Estate Professionals Errors and Omissions Policy 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. 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; 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: CNA65781 XX ED.05-2012 8 CNA Real Estate Professionals Errors and Omissions Policy 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; 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; 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 CNA65781 XX ED.05-2012 9 Cam'/c1 Real Estate Professionals Errors and Omissions Policy 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; 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 CNA65781 XX ED.05-2012 10 Cam'/c1 Real Estate Professionals Errors and Omissions Policy 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. 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 or CNA65781 XX ED.05-2012 11 Cam'/c1 Real Estate Professionals Errors and Omissions Policy omissions committed prior to the time and date of any such events in accordance with all other terms and conditions of this 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. Cancel lation/Nonrenewal The Cancel lation/Nonrenewal provisions are as set forth in the Cancel lation/Nonrenewal Endorsement attached to this Policy. 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. 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. CNA65781 XX ED.05-2012 12 CNA Real Estate Professionals Errors and Omissions 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. Vill. 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" CNA65781 XX ED.05-2012 13 Cam'/c1 Real Estate Professionals Errors and Omissions Policy 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. 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 of 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 CNA65781 XX ED.05-2012 14 CNA Real Estate Professionals Errors and Omissions Policy 3. any misrepresentation or omission in the application for this 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. J Chairperson Secretary CNA65781 XX ED.05-2012 15 Real Estate Professionals Errors and Omissions Policv INSURED: Byrd Real Estate Group, LLC 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. 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 CNA68180WA (06/12) Policy Number: RFB42310964322 Page 1 of Endorsement Endorsement Number: 1 Endorsement Effective Date: 10/24/2022 Real Estate Professionals Errors and Omissions Policv INSURED: Byrd Real Estate Group, LLC 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. CNA68180WA (06/12) Policy Number: RFB42310964322 Page 2 of Endorsement Endorsement Number: 1 Endorsement Effective Date: 10/24/2022 CNA Real Estate Professionals Errors and Omissions Policv INSURED: Byrd Real Estate Group, LLC 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. 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: G-128445-B46 (10/12) Policy Number: RFB42310964322 Page 1 of Endorsement Endorsement Number: 2 Endorsement Effective Date: 10/24/2022 Real Estate Professionals Errors and Omissions Policv INSURED: Byrd Real Estate Group, LLC 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. G-128445-1346 (10/12) Policy Number: RFB42310964322 Page 2 of Endorsement Endorsement Number: 2 Endorsement Effective Date: 10/24/2022 CNA Real Estate Professionals Errors and Omissions Policv INSURED: Byrd Real Estate Group, LLC 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. CNA65834XX (05/12) Policy Number: RFB42310964322 Page 1 of Endorsement Endorsement Number: 3 Endorsement Effective Date: 10/24/2022 C�'02 -1o� CERTIFICATE OF LIABILITY INSURANCE DATE011 n�rYY) 09/01/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such andorsement(s). PRODUCER HUB INTERNATIONAL NW, LLC 835 N POST ST STE 203 SPOKANE WA 99201 CT NAME; PHONE 800 533-7215 FAX 868 828-2424 A41ALDDRESM Certificate@Hanover.com INSU AFFORDING COVERAGE NMC # NISURERA: Allmerica Financial Benefit 41840 INSURED BYRD REAL ESTATE GROUP LLC 1912 N DIVISION ST SPOKANE WA 99207-2230 "URER 8 : NIBURER C : INSURER D : INSURERE: SISURERF: �s ^=wnctrarc ►tnaaaco. REVISION NUMf3EK: yTHIS1IS TO CERTIFY THAT THE POLICIES ,OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NM LTRCOMMERCIAL TYPE OFNISURANC! POLICY NUMBER LIMITS A GENERALLUIBILITY CLAIMS -MADE Q OCCUR N N Z22 J095028 01 10/09/2023 10/09/2024 EACH OCCURRENCE $ 2,000,000 u MEO EXP one reon $ 2,000,000 i 15.000 PER 8 ADV INJURY $ 2.000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY J LOC OTHER: GENERAL AGGREGATE 4,000,000 PRODUCTS -COMP/OPAGG $ 4,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY N N Z22 J095028 01 10/09/2023 10/09/2024 tNGtEWIT $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ OP RTY $ $ A UMBRELLAUAB EXCESS LIAB OCCUR CLAIMS -MADE N /A N Z22 J095028 01 10/09/2023 10/09/2024 EACH OCCURRENCE $ AGGREGATE $ DIED I I RETENTION WORKERS COMPENSATION AND EMPLOYERS' LUIBILRY YIN �aT�m CUTNE aN (Myaend&Wy In DESCRIPTION OPERATKNIS below O $ E.L EACH ACCIDENT f, E.L. DISEASE- EA EMPLOY $ _ E.L. DISEJ49E-P(H ICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) l.GK11rIVA1C r7VWCR —�� SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF SPOKANE VALLEY WORK AUTHORIZEDREPRESENrATNE 10210 E SPRAGUE AVENUE SUITE201 C�'t,�ALZ)' SPOKANE VALLEY WA 99207 / G All ' hts ed ©1988-2015 ACORD CORPORATION. rig resery ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CNA Real Estate Professionals Errors and Omissions Policy Declarations Agency Branch Prefix Policy Number Insurance is provided by 078990 969 RFB 42310964323 Continental Casualty Company, 151 North Franklin Street, Chicago, IL 60606 A Stock Insurance Company. 1. NAMED INSURED AND MAILING ADDRESS: Byrd Real Estate Group, LLC 1912 N. Division Suite 201 Spokane, WA 99207 NOTICE TO POLICYHOLDERS: The Errors and Omissions Liability coverage afforded by this policy is on a Claims Made basis. Please review the policy carefully and discuss this coverage with your insurance agent or broker. 2. POLICY PERIOD: Inception: 10/24/2023 Expiration: 10/24/2024 at 12:01 A.M. Standard time at your address shown above. 3. ERRORS AND OMISSIONS LIABILITY: A. Limits of Liability: Each Claim: $2,000,000 B. Discrimination Limits of Liability: C. Deductible: Each Claim: $2,500 D. First Coverage Date: 10/24/2011 E. Retroactive Date: 10/24/2011 4. PREMIUM Total Premium: S. FORMS AND ENDORSEMENTS ATTACHED AT INCEPTION: Aggregate: $2,000,000 $250,000 $5,279 $5,279.00 CNA65781XX Real Estate Professionals Errors and Omissions Liability Policy CNA68180WA RE19 Cancellation/Non-Renewal - Washington G-128445-646 RE19 Amendatory Endorsement -Washington CNA65834XX RE19 Amend Conditions to Exclusion E CNA65780XX ED. 05-2012 ;�rq�� 1 - 1324178 B - 034457 Countersigned by Authorized Represe ive 1 6. WHO TO CONTACT FOR MATERIAL CHANGES AND TO REPORT A CLAIM: CNA65780XX ED. 05-2012 1 - 1324178 B - 034457 Victor Insurance Managers LLC 7700 Wisconsin Ave, Suite 400 Bethesda MD 20814-6562 Countersigned by Authorized Represe ive DNA 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. Il. 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. 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 CNA65781XX ED.05-2012 CNA Real Estate Professionals Errors and Omissions Policy 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: 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. Ill. 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 CNA65781 XX ED.05-2012 2 CNA Real Estate Professionals Errors and Omissions Policy "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. 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 $25,000, whichever is less. CNA65781 XX ED.05-2012 3 CNA Real Estate Professionals Errors and Omissions Policy 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. Claim means a demand, including the service of suit or the institution of an arbitration proceeding received by the Insured for money or services, 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. CNA65781 XX ED.05-2012 4 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. 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 CNA65781XX ED.05-2012 DNA Real Estate Professionals Errors and Omissions Policy 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. 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. CNA65781 XX ED.05-2012 6 C�VAMO Real Estate Professionals Errors and Omissions Policy 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. 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, a separately held escrow or trust account where all such funds are to be fully CNA65781XX ED.05-2012 Real Estate Professionals Errors and Omissions Policy 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. 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; 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: CNA65781XX ED.05-2012 8 DNA Real Estate Professionals Errors and Omissions Policy 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; 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 CNA65781 XX ED.05-2012 9 CNA Real Estate Professionals Errors and Omissions Policy 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; 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 CNA65781 XX ED.05-2012 10 CNA Real Estate Professionals Errors and Omissions Policy 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. 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 or CNA65781XX ED.05-2012 11 Real Estate Professionals Errors and Omissions Policy omissions committed prior to the time and date of any such events in accordance with all other terms and conditions of this 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. Can cellation/Non renewal The Cancel lation/N on renewal 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. 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. CNA65781XX ED.05-2012 12 CMA Real Estate Professionals Errors and Omissions 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. Vill. 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" 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. 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" CNA65781 XX ED.05-2012 13 Cam'/_1 Real Estate Professionals Errors and Omissions Policy 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. 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. 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 of 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 CNA65781XX ED.05-2012 14 CMA Real Estate Professionals Errors and Omissions Policy 3. any misrepresentation or omission in the application for this 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. Chairperson CNA65781XX ED.05-2012 15 Secretary Real Estate Professionals Errors and Omissions Policv INSURED: Byrd Real Estate Group, LLC 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. 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 CNA68180WA (06/12) Policy Number: RFB42310964323 Page 1 of Endorsement Endorsement Number: 1 Endorsement Effective Date: 10/24/2023 Real Estate Professionals Errors and Omissions Policv INSURED: Byrd Real Estate Group, LLC 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. CNA68180WA (06/12) Policy Number: RFB42310964323 Page 2 of Endorsement Endorsement Number: 1 Endorsement Effective Date: 10/24/2023 CNA Real Estate Professionals Errors and Omissions Policv INSURED: Byrd Real Estate Group, LLC 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. 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: G-128445-B46 (10/12) Policy Number: RFB42310964323 Page 1 of Endorsement Endorsement Number: 2 Endorsement Effective Date: 10/24/2023 Real Estate Professionals Errors and Omissions Policv INSURED: Byrd Real Estate Group, LLC 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. G-128445-1346 (10/12) Policy Number: RFB42310964323 Page 2 of Endorsement Endorsement Number: 2 Endorsement Effective Date: 10/24/2023 CNAReal Estate Professionals Errors and Omissions Policv INSURED: Byrd Real Estate Group, LLC 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. CNA65834XX (05/12) Policy Number: RFB42310964323 Page 1 of Endorsement Endorsement Number: 3 Endorsement Effective Date: 10/24/2023