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2016-277 Contract - Full Circle Real Estate
Contract for Personal Services less than $35,000.00 CITY OF CONSULTANT: Full Circle Real Estate -AS H LA N D CONTACT: Eric Poole 20 East Main Street Ashland, Oregon 97520 ADDRESS: 240 E. Main Street, Ashland, OR 97520 Telephone: 541/488-6002 Fax: 541/488-5311 TELEPHONE: 541-482-6868 DATE AGREEMENT PREPARED: 9/27/2016 EMAIL: eapoolell@gmail.com BEGINNING DATE: 10/15/2016 COMPLETION DATE: 10/15/2017 COMPENSATION: As per attached proposal, not to exceed $10,000. SERVICES TO BE PROVIDED: Provide real estate services at $100 per hour as per attached proposal, Exhibit C. There will be no compensation for any percentage of the purchase price for property that the City of Ashland is successful in purchasing. ADDITIONAL TERMS: In the event of conflicts or discrepancies among the contract documents, the City of Ashland Contract for Personal Services will be primary and take precedence, and any exhibits or ancillary contracts or agreements having redundant or contrary provisions will be subordinate to and interpreted in a manner that will not conflict with the said primary City of Ashland Contract. FINDINGS: Pursuant to AMC 2.50.120, after reasonable inquiry and evaluation, the undersigned Department Head finds and determines that: (1) the services to be acquired are personal services; (2) the City does not have adequate personnel nor resources to perform the services; (3) the statement of work represents the department's plan for utilization of such personal services; (4) the undersigned consultant has specialized experience, education, training and capability sufficient to perform the quality, quantity and type of work requested in the scope of work within the time and financial constraints provided; (5) the consultant's proposal will best serve the needs of the City; and (6) the compensation negotiated herein is fair and reasonable. NOW THEREFORE, in consideration of the mutual covenants contained herein the CITY AND CONSULTANT AGREE as follows: 1. Findings / Recitations. The findings and recitations set forth above are true and correct and are incorporated herein by this reference. 2. All Costs by Consultant: Consultant shall, at its own risk and expense, perform the personal services described above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance of such service. 3. Qualified Work: Consultant has represented, and by entering into this contract now represents, that all personnel assigned to the work required under this contract are fully qualified to perform the service to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. 4. Completion Date: Consultant shall start performing the service under this contract by the beginning date indicated above and complete the service by the completion date indicated above. 5. Compensation: City shall pay Consultant for service performed, including costs and expenses, the sum specified above. Payments shall be made within 30 days of the date of the invoice. Should the contract be prematurely terminated, payments will be made for work completed and accepted to date of termination. 6. Ownership of Documents: All documents prepared by Consultant pursuant to this contract shall be the property of city. 7. Statutory Requirements: ORS 279C.505, 279C.515, 279C.520 and 279C.530 are made part of this contract. 8. Living Wage Requirements: If the amount of this contract is $20,283.20 or more, Consultant is required to comply with chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees performing work under this contract and to any Subcontractor who performs 50% or more of the service work under this contract. Consultant is also required to post the notice attached hereto as Exhibit B predominantly in areas where it will be seen by all employees. 9. Indemnification: Consultant agrees to defend, indemnify and save City, its officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to the performance of this contract by Consultant (including but not limited to, Consultant's employees, agents, and others designated by Consultant to perform work or services attendant to this contract). Consultant shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs, judgments, or other damages, directly, solely, and proximately caused b the negligence of City. Contract for Personal Services less than $35,000.00, Page 1 of 5 r 10. Termination: a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties. b. City's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing and delivered by certified mail or in person. C. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this contract or are no longer eligible for the funding proposed for payments authorized by this contract; or iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this contract is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving the notice may authorize or require, then the contract may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Consultant's performance of each and every obligation and duty under this contract. City by written notice to Consultant of default or breach may at any time terminate the whole or any part of this contract if Consultant fails to provide services called for by this contract within the time specified herein or in any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this contract. e. Obligation/Liability of Parties. Termination or modification of this contract pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination (regardless whether such notice is given pursuant to subsections a, b, c or d of this section, Consultant shall immediately cease all activities under this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Consultant shall deliver to City all contract documents, information, works-in-progress and other property that are or would be deliverables had the contract been completed. City shall pay Consultant for work performed prior to the termination date if such work was performed in accordance with the Contract. 11. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City. Consultant shall have the complete responsibility for the performance of this contract. Consultant shall provide workers' compensation coverage as required in ORS Ch 656 for all persons employed to perform work pursuant to this contract. Consultant is a subject employer that will comply with ORS 656.017. 12. Assignment and Subcontracts: Consultant shall not assign this contract or subcontract any portion of the work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Consultant shall be fully responsible for the acts or omissions of any assigns or Subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and City. 13. Default. The Consultant shall be in default of this agreement if Consultant: commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Contract; its QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is required to perform the Services or to qualify as a QRF if consultant has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Contract; or attempts to assign rights in, or delegate duties under, the Contract. 14. Insurance. Consultant shall at its own expense provide the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers / b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: 41,Q 0,000, $2,000,000 or Not Applicable for each claim, incident or occurrence. This is to cover damages caused by error, omission or negligent acts related to the professional services to be provided under this contract. C. General Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: , 2 or Not Applicable for each occurrence for Bodily Injury and Property Damage. d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than Enter one: $500,000, $1,000,000, 0_000, or Not Applicable for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable. e. Notice of cancellation or Chan e. There shall be no cancellation, material change, reduction of limits or Contract for Personal Services less than $35,000.00, Page 2 of 5 intent not to renew the insurance coverage(s) without 30 days' written notice from the Consultant or its insurer(s) to ' the City. f. Additional Insured/Certificates of Insurance. Consultant shall name The City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies, excluding Professional Liability and Workers' Compensation, required herein, but only with respect to Consultant's services to be provided under this Contract. The consultant's insurance is primary and non-contributory. As evidence of the insurance coverages required by this Contract, the Consultant shall furnish acceptable insurance certificates prior to commencing work under this contract. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies; trust agreements, etc. shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self-insurance. 15. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and the Consultant that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon. Consultant, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United States Constitution, or otherwise, from any claim or from the jurisdiction. 16. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 17. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this contract attributable to work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this contract without pen or liability to City, effective upon the delivery of written notice to Consultant, with no further liability to Consult t. Certific do . Cons tan shall sign the certification attached hereto as Exhibit A and herein incorporated b reference. Consult City of Ashl nd By By Si nat re Department Head L Print Name Print Name Title Da e W-9 One copy of a W-9 is to be submitted with the signed contract. Purchase Order No. Contract for Personal Services less than $35,000.00, Page 3 of 5 I DCHI BITA CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that (a) the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and (b) Contractor is not subject to backup withholding because (i) it is exempt from backup withholding or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Contractor further represents and warrants to City that (a) it has the power and authority to enter into and perform the work, (b) the Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (c) the work under the Contract shall be performed in accordance with the highest professional standards, and (d) Contractor is qualified, professionally competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on behalf of the entity designated above and authorized to do business in Oregon or is an independent Contractor as defined in the contract documents, and has checked four or more of the following criteria: (1) 1 carry out the labor or services at a location separate from my residence or is in a specific portion of my residence, set aside as the location of the business. O 2 Commercial advertising or business cards or a trade association membership are purchased for the business. vl (3) Telephone listing is used for the business separate from the personal residence listing. (4) Labor or services are performed only pursuant to written contracts. (5) Labor or services are performed for two or more different persons within a period of one year. (6) 1 assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided. Contractor (Date) Contract for Personal Services less than $35,000.00, Page 4 of 5 6 CITY OF ASHLAND, OREGON DCHIBITB City of Ashland LIMNG ems 0 9 WAGE per hour effective June 30, 2016 (Increases annually every June 30 by the ow Consumer Price Index) • • - - • - • . • . portion of business of their 401 K and IRS eligible • . • - employer, if the employer has cafeteria plans (including ten or more employees, and childcare) benefits to the has received financial amount of wages received by assistance for the project or the employee. El For all hours worked under a business from the city of service contract between their Ashland in excess of ❑ Note: "Employee" does not employer and the Qty of $20,283.20. i nd ude temporary or part-time Ashland if the contract employees hired for less than exceeds $20,283.20 or more. ❑ If their employer is the City of 1040 hours in any twelve- Ashland including the Parks month period. For more ❑ For all hours worked in a and Recreation Department. details on applicability of this month if the employee sperxts 50% or more of the policy, please see Ashland ❑ In calculating the living wage, Minicipal Code Section employee's time in that month employers may add the value 3.12.020. working on a project or of health care, retirement, • additional-information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520 or visit the city's website at wvwv.ashland.or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND Contract for Personal Services less than $35,000.00, Page 5 of 5 EXHIBIT C Real Estate September 26, 2016 Dear Michael, Full Circle Real Estate would like to submit a proposal to continue to work with the City of Ashland in the quest for acquiring additional land for the parks in Ashland. Over the years, we feel we have built a good rapport with the City employees, members of the Park Commission and various property owners. We would enjoy to continue this relationship and feel like the mission has gained momentum and will be a benefit to the City and community. We have filet with various property owners, facilitated Commercial Appraisers for bins and appraisals, and helped with the acquisition of the Hitt Road property this summer. In regard to compensation, we would continue to work at a rate of $100/hour. At this rate, the City will receive a "team" approach, which will remain consistent regardless to the fact often we will have two people working simultaneously, which adds to the value to the City. If two members of Full Circle attend a meeting for an hour, the City will only be charged one billable hour. As stated in past proposals, Full Circle Real Estate will not ask for a percentage of the purchase price or closing costs of any sort. We feel we are a good fit for this position. I feel very strongly about more park space in Ashland. I am on the Board of the Southern Oregon Land Conservancy, and I have many business and social network connections that share a passion for recreational endeavors. Please let us know if you have any questions and thank you again for considering Full Circle Real Estate for this contract. We look forward to hearing from you. Kindest Regards, Eric Poole Principal Broker/Owner 541-4,52- ~868 {:t t~"UPI:. i-C{~'t3'-~G'tl vvr✓..'U _ 1'-ir?•'c:.~ www.saif.com I-O.WA samif Oregon Workers' Compensation Certificate of Insurance 'corporation Mail to: Certificate holder: FULL CIRCLE REAL ESTATE LLC CITY OF ASHLAND FULL CIRCLE REAL ESTATE 20 E MAIN STREET 240 E MAIN ST ASHLAND, OR 97520 ASHLAND, OR 97520-1831 The policy of insurance listed below has been issued to the insured named below for the policy period indicated. The insurance afforded by this policy is subject to all the terms, exclusions and conditions of such policy; this policy is subject to change or cancellation at any time. Insured Producer/contact Full Circle Real Estate LLC United Insurance Agencies Full Circle Real Estate United Insurance Agencies 240 E Main St 541.242.6464 kellyc@uiaoregon.com Ashland, OR 97520-1831 Issued 09/06/2016 Limits of liability Policy 854801 Bodily Injury by Accident $500,000 each accident Period 10/01/2016 to 10/01/2017 Bodily Injury by Disease $500,000 each employee Body Injury by Disease $500,000 policy limit Description of operations/locations/special items Important This certificate is issued as a matter of information only and confers no rights to the certificate holder. This certificate does not amend, extend or alter the coverage afforded by the policies above. This certificate does not constitute a contract between the issuing insurer, authorized representative or producer and the certificate holder. Authorized representative Kerry Barnett President and CEO 400 High Street SE Salem, OR 97312 P: 800.285.8525 F: 503.584.9812 Policy_OLCA_CertificateOfInsurance AC" CERTIFICATE OF LIABILITY INSURANCE FDATE 09/06/2016Y) 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 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: Jon Snowden Jon Snowden A/CONr o Ext : (541) 482-2461 _FAX No :(541) 482-4957 StateFarm 420 Bridge St ADDRESS: jon@jonsnowden.com Ashland, OR 97520 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :State Farm Fire and Casualty Company 25143 INSURED Full Circle Real Estate, LLC INSURER B : 240 E Main St INSURER C : Ashland, OR 97520 INSURER D : INSURER E : INSURER F : 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY Y 97-GA-5094-1 04/03/2016 04/03/2017 EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED 500,000 PREMISES Ea occurrence $ MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 JECT PRO- PRODUCTS - COMP/OP AGG $ 4,000,000 X LOC POLICY OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY Y / N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Real Estate Office CERTIFICATE HOLDER CANCELLATION CITY OF ASHLAND, ITS ELECTED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE OFFICIALS, OFFICERS AND THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN EMPLOYEES ACCORDANCE WITH THE POLICY PROVISIONS. 20 E MAIN ST ASHLAND OR 97520-1850 AUTHORIZED REPRESENTATIVE Dgitally signed by Karen Hinckle Karen H i n c k l e emcn=Karen Hinckle -State en-Farm. ou=Jon Snowtlen ail=Karen@JOnSnowd.com. -US Date. 2016 1312:13 -07'00' ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD 1001486 132849.9 02-04-2014 Betsy Harshman From: Eric Strong <estrongfcre@gmail.com> Sent: Thursday, October 13, 2016 2:38 PM To: Betsy Harshman Subject: Fwd: Auto Insurance Confirmation Auto insurance confirmation for Full Circle To Pnsure ~elivery to your iril)ox,. Please add USAA Customer Service(&mallcenter usaa com to y~.)u GiCI.ys 11,ook. uto Insurance m=-~Confirmation I Privacy Promise I Please use this as confirmation of auto insurance; however, this does not take the place of an insurance identification card. Registered owner : ERIC A POOLE Address: 186 OHIO ST ASHLAND OR 97520 Policy CIC 007513130 7101 Policy effective: July 18, 2016 Policy expiration: January 18, 2017 Vehicle: 2014 SUBARU OUTBACK VIN : 4S4BRBLC4E3226253 Bodily injury liability $100,000 limit: each person / $1,000,000 each accident Property damage liability $500,000 each accident limit: Comprehensive deductible: $500 Collision deductible: $500 Lienholder : WELLS FARGO DEALER SERVICES PO BOX 5075 1 • CORAOPOLIS PA 15108 5075 Meets Oregon minimum statutory liability requirements This confirmation of coverage neither affirmatively nor negatively amends, extends or alters the coverage given by the policy issued by USAA Casualty Insurance Company. Thank you for choosing us for your auto insurance needs. If you have questions, please call us at 210-531-USAA (8722), our mobile shortcut #8722 or 800-531-8722. Thank you, USAA Casualty Insurance Company 1ISAA Casualty Insurance. Company, 9SOO Fredericksburg Road, San Antortic?. "Texas 781_88 Privacy Promise Please do not reply to this e-mail. To contact USAA, visit our secure contact page. 93127-0111 Eric Strong Business Development Full Circle Real Estate 240 East Main St. Ashland, OR 97520 541.601.2014 2 ;k4LINSURANCE Greenwich Insurance Company Members of the XL America Companies The company providing the insurance afforded by this coverage is indicated above. REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS DECLARATIONS THIS IS A CLAIMS MADE INSURANCE POLICY. PLEASE READ IT CAREFULLY. PRODUCER: Pearl Insurance Group POLICY NUMBER: PEG9160604-8 PRODUCER 08938 THIS IS A CLAIMS MADE POLICY. THE POLICY APPLIES ONLY TO THOSE CLAIMS THAT ARE FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD. THE CLAIM MUST BE REPORTED IN WRITING TO THE COMPANY DURING THE POLICY PERIOD OR WITHIN 60 DAYS AFTER THE END OF THE POLICY PERIOD. CLAIM EXPENSES ARE IN ADDITION TO THE LIMIT OF LIABILITY. PLEASE REVIEW THIS POLICY CAREFULLY. Item 1. NAMED INSURED: Full Circle Real Estate, LLC Item 2. ADDRESS: 240 E Main St Ashland, OR 97520-1831 Item 3. POLICY PERIOD: FROM 04/04/2016 TO 04/04/2017 12:01 A.M. Standard Time at the address of the Named Insured as stated herein. Item 4. LIMITS OF LIABILITY A. Limits of Liability $ 1,000,000 Each Claim $ 1,000,000 Policy Aggregate B. Fair Housing Discrimination Limit of Liability $ 250,000 Aggregate Item 5. DEDUCTIBLE $ 5,000 Each Claim Item 6. PREMIUM: $ 1,828 Item 7. RETROACTIVE DATE 4/4/2006 Item 8. NOTICES TO BE SENT TO: Report A Claim Material Changes XL Select Professional Claims Pearl Insurance Group, LLC 100 Constitution Plaza 1200 East Glen Avenue 17th Floor Peoria Heights, IL 61616 Hartford, CT 06103 1/800-447-4982 Item 9. FORMS AND ENDORSEMENTS ATTACHED AT POLICY EFFECTIVE DATE: JPP-PF (04/11) Real Estate Errors & Omissions Policy Form JPP-OR1 (06/05) Oregon Changes JPP-134 (03/08) Open House Endorsement JPP 117 (06/05) Mandatory State Exclusion DATE: 03/31/2016 Authorized Representative Gary P. Pearl President and CEO JPP-PIG PD (03/08) © 2008, XL America, Inc. Page 1 IN WITNESS GREENWICH INSURANCE COMPANY REGULATORY OFFICE 505 EAGLEVIEW BOULEVARD, SUITE 100 DEPARTMENT: REGULATORY EXTON, PA 19341-1120 PHONE: 800-688-1840 It is hereby agreed and understood that the following In Witness Clause supercedes any and all other In Witness clauses in this policy. All other provisions remain unchanged. IN WITNESS WHEREOF, the Company has caused this policy to be executed and attested, and, if required by state law, this policy shall not be valid unless countersigned by a duly authorized representative of the Company. Joseph Tocco Toni Ann Perkins President Secretary IL MP 9104 0314 GIC 02014 X.L. America, Inc. All rights reserved. May not be copied without permission. REALTORS@) ERRORS & OMISSIONS CLAIM REPORT Notice of each and every incident, claim, or suit is to be sent immediately to XL Insurance Company at the address shown below. Tips and procedures on reporting claims can be found on the enclosed form. Any claims questions can be answered by contacting the Claim Helpline 1-877-791-3777. Firm Name: Full Circle Real Estate, LLC Contact Name: Eric Poole Address: 240 E Main St City: Ashland State: OR kip, 97520-1831 Phone: Fax: E-mail: Policy - PEG9160604-8 Policy Period: 04/04/2016 - 04/04/2017 Name of Claimant: Date of Occurrence: Address of Property Involved: Name of Agent Involved: Type of Agent: Listing Selling Buyers Dual Has the suit been received: Yes No Date of Service: Specific Nature of Incident: Note: Include type of demand (verbal or written) for damages that may result and a copy of all written demands/legal documents if a lawsuit has been initiated/served. Requested by: Signature: Date: Mailing Address: Rosanna Marra Senior Claims Technician. XL Select Professional-Claims 100 Constitution Plaza, 17th Floor Hartford, CT 06103 877-791-3777 [Phone] 860-548-9668 [Fax] Email: rosanna.marra@xlgroup.com or vincent.catania@xlgroup.com REALTORS& CLAIM REPORT TIPS & PROCEDURES • Your policy requires that immediate written notice be given to the insurance company as soon as possible after receiving notification of a claim or potential incident. • Please complete the enclosed Claim Report and forward with all demands, suits or other papers immediately to the address on the Claim Report. If reporting an "incident" the following information should be available but there is no need to include it with your initial report or letter. • Create a claims/incident file consisting of the following for use by the claim department and its representatives: - Listing Agreement - Sales Contract - Closing Documents - Any correspondence, notes and phone messages related to the incident. - Copies of any written/oral side agreements with the claimant or codefendant. • All parties involved with the claim/incident should prepare a chronological history of their participation and their understanding of the activities surrounding the claim/incident. • Do not discuss the matter with anyone other than representatives of your insurer. • Do not produce any of your records relative to this incident for inspection without clearance and/or approval from the insurer. • The insurance company will retain appropriate counsel and will communicate with the named insured for all information regarding the claim/incident. If you currently have the Deductible Reduction Endorsement JPP116 on your policy declarations page, please send the following documents in order for the endorsement to apply: • A copy of the seller disclosure form that was signed by the seller and acknowledged in writing by the buyer prior to closing. • Proof that a home warranty policy was purchased between the time the residential property was listed and up to and including 30 days after closing. • A copy of the accredited written property inspection report that was performed on the property or a waiver of inspection in writing from the buyer. • A copy of the sales contract that was utilized. V L XL Group A PEARL INSURANCE' t=;r n-N,ch Inrs'urance ompany; Ind an H,--i b~Er In urancri Conipany, ENDORSEMENT # 1 This endorsement, effective 12:01 a.m., 04/04/2016 forms a part of Policy No. -PEG9160604-8- issued to Full Circle Real Estate, LLC by Greenwich Insurance Company. OREGON CHANGES THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY It is agreed that Section VI., CONDITIONS, paragraph M. of the policy, is deleted and replaced by the following: M. Cancellation and Nonrenewal 1. This policy may be cancelled by the Named Insured by giving the Company written notice stating when, thereafter, such cancellation will be effective. If the Named Insured cancels, the earned premium will be calculated on a short rate basis. 2. This policy may be cancelled by the Company by sending written notice to the Named Insured at the last address known to the Company. The Company will provide written notice at least 10 days before cancellation is to be effective. The earned premium will be calculated on a pro rata basis. 3. If this policy has been in effect for 60 days or more, or if this policy is a renewal, the Company may not cancel this policy except for one of more of the following reasons: a. Nonpayment of premium; b. Fraud or misrepresentation made by or with the knowledge of the Named Insured in obtaining the policy, continuing the policy or in presenting a claim under the policy; c. Substantial increase in the risk of loss after the policy has been issued or renewed, including, but not limited to, and increase in exposure due to rules, legislation or court decision; d. Failure to comply with reasonable loss control recommendation; e. Substantial breach of contractual duties, conditions or warranties; f. Determination by the Oregon Director of Insurance that the continuation of the real estate errors and omissions line by the Company will jeopardize the Company's solvency or will place the Company in violation of the insurance laws of Oregon or any other state; g. Loss or decrease in reinsurance covering the risk; or h. Any other reason approved by the Oregon Director of Insurance. JPP-OR1 (06/05) Page 1 Printed in U.S.A. 4. Notice of cancellation will state the effective date and reason for cancellation. The policy period will end on that date. A copy of the notice of cancellation will be sent to the Named Insured's broker, if known. 5. If this policy has been in effect for 60 days or more, or if this policy is a renewal, any notice of cancellation pursuant to paragraph 3. will state the Named Insured's right to request a hearing before the Oregon Director of Insurance. Notice of cancellation will not be effective until 60 days (or 10 business days in the event of nonpayment of premium) after the Named Insured receives a written notice of cancellation. 6. The Company may choose not to renew this policy by providing notice of nonrenewal to the Named Insured at the last known address as shown in the policy. The notice of nonrenewal will not be effective until at least 30 days after the Named Insured receives written notice of nonrenewal. If, after the Company provides a notice of nonrenewal, the Company extends the policy for 90 days or less, an additional notice of nonrenewal will not be required. 7. If the Company offers to renew this policy, but on terms less favorable to the Named Insured or at higher rates, the Company will provide written notice of such conditional renewal to the Named Insured at the last known address as shown in the policy, if any, at least 30 days prior to the expiration of the policy. If the Company fails to provide such notice, the Named Insured may cancel the renewal policy within 30 days of receipt of the notice or delivery of the renewal policy. Earned premium for the period of time the renewal policy was in force will be calculated pro rata at the lower of the current or previous year's rate. If the Named Insured accepts the renewal, any premium increase or changes in terms will be effective immediately following the prior policy's expiration date. Notwithstanding the foregoing, the Company will not be required to provide advance notice of renewal with different terms or at higher rates where: a. The change is a rate, form or plan filed with the Oregon Director of Insurance and is applicable to all real estate errors and omissions policies issued by the Company; or b. An increase in premium that is based on the altered nature or extent of the risks insured against. 8. A Post Office certificate of mailing to the Named Insured, at the address of the Named Insured last known to the Company, will constitute conclusive proof that the Named Insured received the notice of cancellation, nonrenewal or renewal with different terms or at higher rates, three days after the date of the certificate of mailing. All other provisions of this policy remain unchanged. JPP-OR1 (06/05) Page 2 Printed in U.S.A. ENDORSEMENT # 2 This endorsement, effective 12:01 a.m., 2016-04-04 forms a part of Policy No. -PEG9160604-8- issued to Full Circle Real Estate, LLC by Greenwich Insurance Company. OPEN HOUSE - PROPERTY DAMAGE COVERAGE ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY In consideration of the premium charged, it is agreed the policy is amended as follows: 1. Section III, DEFINITIONS, is amended to include the following: Open House means an advertised designated time period (up to 3 hours) where multiple potential buyers have the opportunity to view the specified property that is listed for sale by the Insured while in the care, custody or control of the Insured. 2. Section IV. EXCLUSIONS, paragraph B is deleted in its entirety and replaced with the following: B. based on or arising out of property damage except that this exclusion will not apply to claims arising out of lock-box or open house, 3. Item 4. In the Declarations, Limits of Liability is amended to add the following: Open House Limit of Liability $ _1,000,000 4. Section V., LIMITS OF LIABILITY AND DEDUCTIBLE, is amended to include the following: Open House Limit of Liability: The "Open House Limit of Liability" as set forth above is a sub-limit included within, and not in addition to, the "each claim" and "Policy Aggregate" limits of liability and will not be considered as separate to such limits of liability. All other provisions of this policy remain unchanged. JPP134 (03/08) © 2008, XL America, Inc. Page 1 of 1 ENDORSEMENT # 3 This endorsement, effective 12:01 a.m., 04-04-2016 forms a part of Policy No. -PEG9160604-8- issued to Full Circle Real Estate, LLC by Greenwich Insurance Company. MANDATORY STATE EXCLUSION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: REAL ESTATE PROFESSIONALS ERRORS AND OMISSIONS POLICY In consideration of the premium charged it is agreed that Section IV., Exclusions is amended to include the following: based on or arising out of Real Estate Services performed in conjunction with property located in: CO, ID, IA, KY, LA, MS, NE, NM, ND, RI, SD, TN AK All other provisions of this policy remain unchanged. JPP117 (06/05) Printed in U.S.A. 7MLINSURANCE Greenwich Insurance Company Members of the XL America Companies REAL ESTATE PROFESSIONAL ERRORS ANLJ umissiuNb 1-UL IUY NOTICE: THIS IS A CLAIMS MADE POLICY. THIS POLICY APPLIES ONLY TO THOSE CLAIMS THAT ARE FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD. THE CLAIM MUST BE REPORTED IN WRITING TO THE COMPANY DURING THE POLICY PERIOD OR WITHIN 60 DAYS AFTER THE END OF THE POLICY PERIOD SHOWN IN THE DECLARATIONS UNLESS AN EXTENDED REPORTING PERIOD APPLIES. PLEASE REVIEW THIS POLICY CAREFULLY. Words and phrases that appear in bold print have special meanings that are defined in Section III., DEFINITIONS. 1. INSURING AGREEMENTS A. Coverage The Company will pay on behalf of the Insured all sums in excess of the deductible that the Insured becomes legally obligated to pay as damages and claims expenses by reason of an act or omission including personal injury in the performance of real estate services by the Insured, provided that: 1. the claim arising out of the act or omission must first be made against the Insured during the policy period or any applicable extended reporting period; 2. the claim must be reported in writing to the Company during the policy period or within 60 days after the end of the policy period unless an extended reporting period applies; 3. such act or omission was committed on or subsequent to the retroactive date specified in the Declarations; and 4. prior to the inception date of this policy, no Insured had a basis to believe that such act or omission, or any related act or omission, might reasonably be expected to be the basis of a claim. Except as provided in Section V.D., below, claim expenses are in addition to the limit of liability. B. Defense and Settlement Subject to the terms, conditions and exclusions in this policy, the Company has the right and duty to defend any claim against the Insured even if allegations of the claim are groundless, false or fraudulent. Defense counsel will be designated by the Company, or at the Company's option, by the Insured with the Company's written consent and subject to the Company's guidelines. The Company is not obligated to pay any damages or claim expenses or to defend or to continue to defend any claim after the applicable limit of liability has been exhausted by payment of damages. The Company will not settle any claim without the consent of the Named Insured. If the Named Insured refuses to consent to a settlement within the policy's applicable limit of liability that is recommended by the Company and acceptable to the claimant, then the Company's limit of liability for such claim will be the amount of damages for which the claim could have been settled plus all the claims expenses incurred up to the time the Company made its recommendation. If a claim is resolved or concluded with the consent and knowledge of the Named Insured and the Company, within 1 year following the date that the claim is reported in writing to the Company, the stated amount in Item 5. of the Declarations will be reduced by 50%, but not to exceed a maximum of $5,000 per policy period for all such claims resolved or concluded. C. Territory JPP PF (04/11) © 2011 X.L. Insurance America, Inc. All Rights Reserved. May not be copied without permission. This policy applies to an act or omission taking place anywhere in the world. This policy shall not apply to any risk which would be in violation of the laws of the United States including, but not limited to, U.S. economic or trade sanction laws or export control laws administered by the U.S. Treasury, State, and Commerce Department. D. Coverage Extensions 1. Fair Housing Discrimination Fair Housing Discrimination Coverage Extension is subject to the deductible. Subject to all other terms and conditions of this policy, this policy applies to damages and claim expenses by reason of a civil lawsuit arising out of fair housing discrimination. However, a separate aggregate "fair housing discrimination Limit of Liability" as set forth in Section V.C will apply to all damages and claim expenses. 2. Lock-box Lock-box Coverage Extension is not subject to the deductible. Subject to all other terms and conditions of this policy, this policy applies to claims arising out of use of a lock-box. II. SUPPLEMENTARY PAYMENTS Supplementary payments are not subject to the deductible and are in addition to the limits of liability. A. Reimbursement of Expenses The Company will reimburse the Insured up to $750.00 a day, subject to a maximum of $50,000.00 per policy period, for the Insured's actual loss of earnings for attendance, at the Company's request, at a trial, hearing or arbitration involving a claim against the Insured. The maximum amount payable per claim, regardless of the number of trials, hearings, mediations or arbitrations proceedings or number of Insureds shall be $10,000.00. B. Disciplinary Proceedings The Company will reimburse the Insured up to $15,000.00 per disciplinary proceeding, subject to a maximum of $30,000.00 per policy period, for reasonable attorneys' fees and other necessary costs, expenses or fees resulting from the investigation or defense of a proceeding before a real estate licensing board as a result of an act or omission in the performance of real estate services by the Insured during the policy period. C. Public Relations Advisory Services The Company will reimburse the Insured up to $15,000.00 per public relations event, subject to a maximum of $50,000.00 per policy period, for reasonable public relations expenses incurred by the Named Insured for advisory services provided by a public relations firm to the Named Insured as a result of a public relations event which occurs during the policy period. D. Subpoena Assistance JPP PF (04/11) Page 2 C 2011 X.L. Insurance America, Inc. All Rights Reserved. May not be copied without permission. w The Company will reimburse the Insured expenses incurred in responding to a subpoena that the Insured first receives and reports in writing to the Company during the policy period resulting from the performance of real estate services by the Insured. The Company will reimburse up to $30,000.00 in expenses per subpoena. All subpoenas arising out of related claims shall constitute a single subpoena for the purposes of this section. E. First Party Cyber Liability Coverage The Company will reimburse the Named Insured up to $25,000.00 per policy period for the cost of hiring a third-party consultant or adviser approved by the Company, including client notification costs, to mitigate the potential for claims arising from any security breach which results in the loss or theft of confidential client information. Coverage shall be excess of and provide the same terms and conditions as all valid and collectible first- party cyber liability coverage provided to the Insured under any specific policy, Business Owners Policy or similar property coverage. F. Not-for-Profit Directors Coverage The Company will reimburse the owner/broker of the Named Insured up to $15,000.00 per claim or $30,000.00 per policy period for damages or claims expenses arising out of the owner/broker's activities as a Director or Officer of a Not-for-Profit Organization, provided that such activities have been previously disclosed to the Company in writing and accepted by the Company. Coverage shall be excess of all valid and collectible Directors' and Officers' Liability Insurance, which has been issued to the Not-for-Profit Organization. III. DEFINITIONS Bodily injury means physical injury, sickness, or disease sustained by any person including death resulting from any of these at any time. Bodily injury also means mental illness, mental anguish, emotional distress, pain or suffering, or shock sustained by that person whether or not resulting from physical injury, sickness, disease or death of any person. Claim means a demand for money or services naming the Insured by reason of an act or omission in the performance of real estate services. A claim also includes the service of suit or the institution of an arbitration proceeding against the Insured. Claim expenses means: 1. fees charged by attorneys designated by the Company or designated by the Insured with the Company's prior written consent; and 2. all other reasonable and necessary fees, costs and expenses resulting from the investigation, adjustment, negotiation, arbitration, mediation, defense or appeal of a claim, if incurred by the Company or by the Insured with the Company's prior written consent; and 3. premiums on appeal bonds, attachment bonds or similar bonds, however, the Company is not obligated to apply for or furnish any such bond. Claim expenses do not include fees, costs or expenses of employees or officers of the Company, salaries, commissions, loss of earnings or other remuneration by or to any Insured. JPP PF (04/11) Page 3 © 2011 X.L. Insurance America, Inc. All Rights Reserved. May not be copied without permission. Company means the insurance company named in the Declarations. Construction manager means a person providing the following services in connection with the construction, reconstruction and renovation of real property: 1. management of facility construction, reconstruction and renovation plans; 2. development and management of construction, reconstruction and renovation contracts and subcontracts; 3. development of loss control and risk management plans in connection with the construction, reconstruction or renovation. Damages mean any compensatory sum which the Insured is legally obligated to pay as a result of an act or omission including a judgment, award or settlement. Damages do not include: 1. fines, sanctions or penalties; 2. punitive, exemplary, or treble damages, unless coverage for such damages is permissible under the applicable state law; 3. the return, reduction, or restitution of fees, commissions, expenses or costs for real estate services performed or to be performed by the Insured; 4. injunctive or declaratory relief. Extended reporting period means the period of time after the end of the policy period for reporting claims to the Company in writing that are made against the Insured during the extended reporting period by reason of an act or omission which was committed prior to the end of the policy period and on or subsequent to the retroactive date, and is otherwise covered by this policy. Fair housing discrimination means alleged violations of Title VIII of the Civil Rights Act of 1968 or the Fair Housing Amendment Act of 1988 and any similar federal, state or local ordinance. Fungi means any type or form of fungus, including mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by fungi. Guaranteed sale listing contract means a written agreement between the Named Insured and the seller of a property in which the Named Insured agrees to purchase the property if it is not sold under the listing agreement within the time period specified in the agreement. Insured means: 1. the Named Insured; 2. any present or former partner, member, officer, director or employee for real estate services performed on behalf of the Named Insured; 3. any present or former independent contractor and their employees for real estate services performed on behalf of the Named Insured, but only if, prior to the date a claim is made, the Named Insured had agreed to provide insurance for the independent contractor's real estate services; JPP PF (04/11) Page 4 C 2011 X.L. Insurance America, Inc. All Rights Reserved. May not be copied without permission. 4. the estate, heirs, executors, administrators, assigns and legal representatives of an Insured in the event of such Insured's death, incapacity, insolvency or bankruptcy, but only for liability arising out of real estate services performed by or on behalf of the Named Insured prior to such Insured's death, incapacity, insolvency or bankruptcy; or 5. any real estate franchise corporation of which the Named Insured is a franchisee, but only as respects the real estate franchise corporation's liability for acts or omissions committed by an Insured on behalf of the Named Insured. 6. the lawful spouse or qualifying domestic partner of any present or former partner, member, officer, director, employee, or independent contractor, but only for liability arising out of real estate services actually or allegedly performed by such present or former partner, member, officer, director, employee, or independent contractor on behalf of the Named Insured. The Company will have no obligation to pay damages or claim expenses for any claim arising from any act or service actually or allegedly provided by the spouse or domestic partner of any individual to whom this policy otherwise provides coverage. Lock-box means a keyless entry system or similar device on property that the Insured has shown or listed for sale while the property is in the care, custody or control of the Insured. Named Insured means the persons or entities specified in Item 1. in the Declarations. Not-for-Profit Organization means an entity which qualifies as a nonprofit organization under Section 501(c)(3), (c)(4), (c)(6) or (c)(7) of the Internal Revenue Code of 1986, including amendments thereto. As used herein, Not-for-Profit Organization shall not include the Named Insured or any client of the Named Insured. Owner/Broker means any natural person who has an ownership interest in the Named Insured. Personal injury means injury other than bodily injury, arising out of one or more of the following offenses by reason of an act or omission by an Insured in the performance of real estate services: 1. false arrest, detention, or imprisonment; 2. malicious prosecution, 3. wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, where an Insured undertakes such action by or on behalf of its owner, landlord or lessor; or 4 a. oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; or b. oral or written publication, in any manner, of material that violates a person's right of privacy; except oral or written publication in any manner which arises out of advertising, broadcasting or telecasting activities conducted by or behalf of any Insured. Policy period means the period of time from the effective date shown in Item 3. in the Declarations to the earliest date of termination, expiration or cancellation of this policy. Pollutants mean 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. JPP PF (04111) Page 5 © 2011 X.L. Insurance America, Inc. All Rights Reserved. May not be copied without permission. e Property damage means: 1. physical injury to tangible property, including all resulting loss of use of that property; or 2. loss of use or theft of tangible property that is not physically injured. Property Manager means a person providing the following services in connection with the management of commercial or residential property: 1. development and implementation of management plans and budget; 2. oversight of physical maintenance of property; 3. solicitation, evaluation and securing of tenants and management of tenant relations, collection of rent and processing evictions; 4. development, implementation and management of loss control and risk management plans for real property; 5. development, implementation and management of contracts and subcontract (excluding property and liability insurance contracts) necessary to the daily functioning of the property; or 6. personnel administration and record keeping in connection with a managed property. Property manager does not include a construction manager. Property syndication means the formation of, or engagement in, a general or limited partnership, joint venture, unincorporated association or similar organization for the purpose of investment or gain from an interest in real property, including but not limited to a sale, exchange, trade or development of such real property, on behalf of others. Public Relations Event means: 1. departure, incapacitation, illness or death of any partner, member, officer, director, or sole proprietor- owner of the Named Insured. 2. dissolution of the Named Insured. 3. violent act, kidnapping, sexual assault, criminal firearm use, or workplace accident resulting in negative local or national media coverage of the Named Insured. Public Relations Expenses means reasonable fees and expenses incurred by the Named Insured for advisory services provided by a public relations firm to the Named Insured for up to 60 days following a Public Relations Event. Real estate investment trusts means any trust, corporation, association or entity designed or used to permit investment in interests in real property, under which such interests are held and managed for the beneficial owners of the trust or other entity, whether or not it qualifies for treatment as a real estate investment trust pursuant to 26 U.S.C. 856, 857 or 858 or any other provision of the United States Internal Revenue Code. Real estate services means those professional services performed for others in the Insured's capacity as a real estate agent, real estate broker, leasing agent, property manager, real estate auctioneer, real estate JPP PF (04/11) Page 6 C 2011 X.L. Insurance America, Inc. All Rights Reserved. May not be copied without permission. s appraiser, real estate consultant or counselor, short term escrow agent, referral agent, notary public, or member of a real estate accreditation, standards review or similar real estate board or committee. Real estate services shall also include real estate services performed for others by an Insured on or via the Insured's internet, e-mail, telecommunication or similar system. Referral agent means a real estate agent whose services are limited to referring clients to an Insured for the purposes of commencing a real estate transaction, and do not include active solicitation or engagement in the sale of property. Related claims mean all claims arising out of a single act or omission or arising out of related acts or omissions in the performance of real estate services. Residential Property means a one to four family dwelling in which the Insured or others reside. Retroactive date means the date, shown in Item 7. in the Declarations, on or after which an act or omission must have been committed for coverage under this policy to apply. Short term escrow agent means an Insured performing the following services: Receiving or holding funds in, or distributing funds from, an escrow or trust account when all such funds are received in the form of United States currency, certified or guaranteed check, or money order, held separately from the Insured's funds and where such funds are to be fully distributed within 12 months from the date received. IV. EXCLUSIONS The Company will not defend or pay any claim: A. based on or arising out of bodily injury; B. based on or arising out of property damage except that this exclusion will not apply to claims arising out of lock-box; C. based on or arising out of any dishonest, intentionally wrongful, fraudulent, criminal or malicious act or omission by the Insured; The Company will provide the Insured with a defense of such claim and pay claim expenses for any such suit which is brought alleging such dishonest, intentionally wrongful, fraudulent, criminal or malicious act or omission as a single allegation in a multiple allegation suit, provided any one allegation is covered under this policy. Criminal proceedings are not covered under this policy regardless of the allegations made against the Insured; D. based on or arising out of: 1. the conversion, commingling, defalcation, misappropriation or improper use of funds or other property; 2. the gaining of any personal profit or advantage to which the Insured is not legally entitled; or 3. the inability or failure to pay, collect or safeguard funds held for others, unless the insured is acting in the capacity of a short term escrow agent. E. based on or arising out of: JPP PF (04/11) Page 7 © 2011 X.L. Insurance America, Inc. All Rights Reserved. May not be copied without permission. tl 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. F. based on or arising out of: 1. nuclear reaction, contamination or radiation, including but not limited to radon, regardless of cause; 2. the actual, alleged or threatened emission, discharge, dispersal, seepage, release or escape of pollutants whether suddenly or over a period of time; or any injury, damage, payments, costs or expense incurred as a result of any testing for, monitoring, removal, containment, treatment, detoxification, neutralization or cleanup of pollutants; 3. lead, whether or not the lead was at any time: airborne as a particle; contained in or formed a part of a product, structure or other real or personal property; ingested or inhaled or transmitted in any fashion; or found in any form whatsoever; or 4. asbestos, whether or not the asbestos was at any time: airborne as a fiber, particle or dust; contained in or formed a part of a product, structure or other real or personal property; carried on clothing; ingested or inhaled or transmitted in any fashion; or found in any form whatsoever; unless and only to the extent that, the claim results from the Insured's failure to disclose the existence of pollutants, asbestos, lead, or radon. G. based on or arising out of the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or presence of, any fungi or bacteria on or within a building or structure, including its contents, regardless of whether any other cause, event, material or product contributed concurrently or in any sequence to the injury or damage; or any loss cost or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating or disposing of, or in any way responding to, or assessing the effects of, fungi or bacteria, by an insured or by any other person or entity. H. based on or arising out of discrimination, humiliation, harassment, or misconduct. This exclusion will not apply to fair housing discrimination; I, by or on behalf of any Insured against any other Insured; J. based on or arising out of property syndication or real estate investment trusts; K. based on or arising out of the purchase of property by, or the sale, leasing, appraisal, or property management of property developed, constructed or owned by. 1. any Insured; 2. any entity in which any Insured had a financial interest or a contemplated financial interest; 3. any entity which had a financial interest or a contemplated financial interest in the Named Insured; or 4. any entity which was under the same financial control as the Named Insured. This exclusion will not apply to any claim based on or arising out of: JPP PF (04/11) Page 8 © 2011 X.L. Insurance America, Inc. All Rights Reserved. May not be copied without permission. w L the sale or leasing of real property that the insured did not construct or develop and in which the combined ownership interest of all Insureds was less than 20% at the time of sale or lease; ii. 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: a. a seller disclosure form was signed by the Insured and acknowledged in writing by the buyer prior to closing; b. an accredited written home inspection report was issued or waived in writing by the buyer; and c. a state or local board-approved standard sales contract was utilized, iii. the sale, listing or management of the Named Insured's residential property by another Insured who is not the owner of such residential property; iv. the sale of real property owned by an Insured if the property was acquired by an Insured under a written guaranteed sale listing contract, and the title is held by an Insured for 12 months or less and the property was listed for sale continuously by an Insured from the date of acquisition to the date of resale; or v. the management of property in which an Insured's or all Insureds' controlling, legal or beneficial interest at the time property management services were performed is less than 50%. L. based on, arising out of, or related to actual or alleged misappropriation of ideas, information or materials; improper gaining or misuse of copyrights or trademarks; 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. M. based on or arising out of any anti-trust law violation or any agreement or conspiracy to restrain trade, N. based on or arising out of: 1. any advice or recommendations, including the failure to provide advice or recommendations, concerning the purchase of, or need for, any type of insurance, or 2. The failure to purchase or maintain any type of insurance. 0. based on or arising out of liability of others assumed by the Insured under any contract or agreement unless, and only to the extent that, such liability would have attached to the Insured even in the absence of such contract or agreement. P. based on or arising out of any actual or alleged violation of: 1. the Employee Retirement Income Security Act of 1974; 2. the Securities Act of 1933; 3. the Securities Exchange Act of 1934; or 4. any state Blue Sky or Securities law; or any rules, regulations or amendments issued in relation to such acts, or similar state or federal statutes or regulations, including any claim based upon common law principles of liability. JPP PF (04/11) Page 9 © 2011 X.L. Insurance America, Inc. All Rights Reserved. May not be copied without permission. Q. based on or arising out of any activity relating to: 1. Right-of-Way Appraisal; or 2. Proposed Construction/Land Development appraisal or Vacant Land appraisal, unless the Proposed Construction/Land Development appraisal or Vacant Land appraisal is solely intended for private residential property use. V. LIMITS OF LIABILITY AND DEDUCTIBLE A. Limit of Liability - Each claim Subject to paragraph B. below, the Company's limit of liability for damages for each claim will not exceed the amount stated in Item 4.A. in the Declarations for "Each claim." B. Limit of Liability - Policy Aggregate The Company's limit of liability for damages for all claims will not exceed the aggregate amount stated in Item 4.A. in the Declarations as the "Policy Aggregate." C. Fair Housing Discrimination Limit of Liability The "fair housing discrimination limit of liability" is an aggregate limit of liability that is included within, and is not in addition to, the "Policy Aggregate" limit of liability. The fair housing discrimination limit of liability" will not exceed the aggregate amount stated in Item 4.13. in the Declarations. Claim expenses are within and will reduce the "fair housing discrimination limit of liability." D. Deductible The deductible amount shown in item 5. In the Declarations is the Insured's obligation for each claim and applies to the payment of damages and claim expenses. The deductible will be paid by the Named Insured. The limits of liability set forth in the Declarations are in addition to and in excess of the deductible. E. Multiple Insureds, Claims and Claimants The limits of liability shown in the Declarations is the maximum amount the Company will pay under this policy for damages regardless of the number of Insureds, claims made or claimants. Related claims made against the Insured and reported in writing to the Company under this policy or under any renewal of this policy will be considered a single claim first made and reported to the Company during the policy period in which the earliest of the related claims was first made and reported in writing to the Company. VI. CONDITIONS A. Named Insured Sole Agent The Named Insured will be the sole agent and will act on behalf of all Insureds for the purpose of giving or receiving any notices, any amendments to or cancellation of this policy, for the completing of any applications and the making of any statements, representations and warranties, for the payment of any premium and the receipt of any return premium that may become due under this policy, for the payment of the deductible and the exercising or declining to exercise any right under this policy including the purchase of an extended reporting period. JPP PF (04/11) Page 10 © 2011 X.L. Insurance America, Inc. All Rights Reserved. May not be copied without permission. i 6 B. Insured's Duties In the Event of a Claim or Potential Claim 1. In the event of a claim, the Insured must notify the Company in writing as soon as possible during the policy period, or any applicable extended reporting period, or within 60 days after the end of the policy period. Notice should be sent to the Company or to its authorized representative at the address stated in Item 8. in the Declarations. 2. If, during the policy period, the Insured becomes aware of any act or omission that may reasonably be expected to be the basis of a claim and if the Insured, during the policy period, provides the Company with written notice containing: a. the specific act or omission; b. the dates and persons involved; c. the identity of anticipated or possible claimants; d. the circumstances by which the Insured first became aware of the possible claim; and e. potential damages or injury, then any claim that is subsequently made against the Insured arising out of such act or omission will be deemed to have been made on the date such written notice was received by the Company. Notice should be sent to the Company or to its authorized representative at the address stated in Item 8. in the Declarations. The Company will provide pre-claims assistance with a potential claim if the Insured complies with the notification provision stated herein. C. Assistance and Cooperation 1. the Insured will cooperate with the Company and upon the Company's request, attend hearings, depositions and trials and assist in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and in the conduct of suits and proceedings in connection with a claim. 2. the Insured will assist in the enforcement of any right of contribution or indemnity against any person or organization who or which may be liable to any Insured in connection with a claim. 3. the Insured will not, except at the Insured's own cost, voluntarily make any payment, assume or admit any liability or incur any expense without the written consent of the Company. D. Innocent Insureds If coverage of this policy would not apply because of Exclusion C. or because of noncompliance with Condition B., such Exclusion or Condition will not apply to any Insured who did not commit, participate in, or have knowledge of any of the acts described in Exclusion C. and whose conduct did not violate Condition B. E. Action Against the Company 1. No action may be brought against the Company concerning this policy unless, as a condition precedent to such action, the Insured has fully complied with all the terms of this policy, and the amount of the Insured's obligation to pay has been decided. JPP PF (04/11) Page 11 © 2011 X.L. Insurance America, Inc. All Rights Reserved. May not be copied without permission. s 2. Such amount can be decided either by final judgment against the Insured after actual trial, or by written agreement among the Insured, the Company, and the claimant. Such action must be brought against the Company in 2 years, or during any applicable statute of limitations for bringing of such action, whichever is longer. 3. No person or entity has any right under this policy to include the Company in any action against the Insured to determine the Insured's liability, nor will the Company be brought into such action by the Insured or the Insured's representative. F. Changes Notice to any agent of the Company's or knowledge possessed by any other person will not effect a waiver or change in any part of this policy, and will not prevent or preclude the Company from asserting any right or provisions of this policy. None of the provisions of this policy will be waived, changed or modified except by written endorsement issued by the Company to form a part of this policy. G. Assignment The interest of the Insured under this policy may not be assigned without the Company's express written consent. H. Bankruptcy or Insolvency Bankruptcy or insolvency of the Insured or of the Insured's estate will not relieve the Company of any of its obligations under this policy. 1. Acquititions and Mergers, and Other Material Changes In the event of any merger, acquisition, or change in a franchise relationship, involving the Named Insured, or other material changes in the Named Insured's operations, there will be no coverage under this policy for any merger, acquisition, or material change until the change has been accepted in writing by the Company and the appropriate premium has been determined by the Company. Premium will be calculated in accordance with the Company's rules, rates, rating plans, premiums, and minimum premiums applicable to the insurance afforded herein. J. Entire Contract and Application By acceptance of this policy, the Insured warrants that the statements in the application are representations of the Insured and are deemed material to the underwriting and acceptance of coverage by the Company. This policy is issued in reliance on the accuracy of such representations. Any material misrepresentation or concealment by the Insured or the Insured's agent will render this policy null and void and will relieve the Company from all liability herein. K. Other Insurance This policy is excess over any other valid and collectible insurance, self-insurance or indemnification agreement available to the Insured, whether such other insurance, self-insurance or indemnification agreement is stated to be primary, contributory, excess, contingent or otherwise. L. Examination of Books and Records The Company may examine and audit the Insured's books and records as they relate to this policy at any time during the policy period and up to 3 years afterward. JPP PF (04/11) Page 12 © 2011 X.L. Insurance America, Inc. All Rights Reserved. May not be copied without permission. s M. Cancellation This policy may be cancelled by the Named Insured by giving the Company prior written notice stating when such cancellation will be effective. If the Named Insured cancels, earned premium will be calculated on a short rate basis. This policy may be cancelled by the Company by sending written notice to the Named Insured at the address last known to the Company. The Company will provide written notice at least 60 days before cancellation is to be effective except for nonpayment of premium in which case the Company will provide 10 days notice prior to cancellation. The premium will be computed on a pro rata basis. Notice of cancellation will state the effective date and reason for cancellation. The policy period will end on that date. If notice is mailed, proof of mailing will be sufficient notice. N. Subrogation In the event of any payment under this policy, the Company will be subrogated in the amount of such payment to all of the Insured's rights of recovery against any person or organization. The Insured will execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured will do nothing to prejudice such rights. 0. Liberalization If during the policy period, the Company makes any modifications in the form of this policy that are intended to pertain to all Insureds that have such forms as part of their policy, and by which the insurance afforded could be expanded by endorsement of replacement of form without increase premium charge, then such expanded insurance applies to the Insured as of the date the revision is permitted for use by the relevant department of insurance. VII. EXTENDED REPORTING PERIOD A. Optional Extended Reporting Period 1. If this policy is terminated for any reason other than fraud, material misrepresentation or nonpayment of premium, the Named Insured may purchase an extended reporting period. 2. To exercise this right, the Named Insured must provide written notice to the Company within 60 days of the termination requesting the purchase of an extended reporting period and pay the premium due to the Company. The premium for the extended reporting period will be developed in accordance with the rules, rates, and rating plans then in effect for the Company. 3. The extended reporting period will be for a period of 1, 2, or 3 years or as otherwise required by the regulatory guidelines governing this type of insurance in the Named Insured's state. 4. The limit of liability applicable to the extended reporting period will be the limit of liability remaining under the terminated policy or as otherwise required by the regulatory guidelines governing this type of insurance in the Named Insured's state. 5. The extended reporting period will not apply to any pending claim or proceedings; any paid claim; any real estate services performed after the effective date of the extended reporting period; or claims that are covered under any other insurance available to the Insured, or that would be covered but for the exhaustion of the limits. JPP PF (04/11) Page 13 © 2011 X.L. Insurance America, Inc. All Rights Reserved. May not be copied without permission. B. Retirement Extended Reporting Period 1. If, during the policy period, the owner/broker of the Named Insured stated in Item 1. of the Declarations permanently retires from the practice of real estate services for reasons not related to suspension or revocation of the owner/broker's professional license, or Death or Disability as described in Section C. below, and the Named Insured ceases operations the Company will provide a retirement extended reporting period as set forth below. 2. The retirement extended reporting period will start with the date of the owner/broker's retirement and ends when one of the following occurs: a.The owner/broker resumes the practice of real estate services; the owner/broker may be eligible to purchase, at the Company's option, a policy from the Company to reinstate full prior acts coverage; b. Any insurance is issued which replaces, in whole or in part, the coverage afforded by the retirement extended reporting period; c. The limits of liability have been exhausted; or d. Three (3) years have elapsed from the date of the owner/broker's retirement. 3. The additional premium for this option shall be waived if the owner/broker has been continuously insured by the Company under a real estate errors and omissions professional liability insurance policy for at least four (4) consecutive years 4. The Company will issue a retirement extended reporting period endorsement only if: a.The owner/broker requests the endorsement no more than sixty (60) days after the date of the owner/broker's retirement, or sixty (60) days after the end of the policy period, whichever is earlier. Such request must include written notification of retirement; b. The owner/broker has paid all premiums and deductibles due for this policy at the time the owner/broker requests a retirement extended reporting period endorsement; and c.The owner/broker pays when due the additional premium for the endorsement. 5. The limit of liability applicable to the extended reporting period will be the limit of liability remaining under the terminated policy or as otherwise required by the regulatory guidelines governing this type of insurance in the Named Insured's state. 6. The extended reporting period will not apply to any pending claim or proceedings; any paid claim; any real estate services performed after the effective date of the extended reporting period; or claims that are covered under any other insurance available to the Insured, or that would be covered but for the exhaustion of the limits. C. Death or Disability Extended Reporting Period 1. If, during the policy period, the owner/broker of the Named Insured stated in Item 1. of the Declarations dies or become totally and permanently disabled and the Named Insured ceases operations, the Company will offer a Death or Disability extended reporting period at no charge. JPP PF (04/11) Page 14 © 2011 X.L. Insurance America, Inc. All Rights Reserved. May not be copied without permission. Totally and permanently disabled means that the owner/broker is completely incapable of rendering real estate services, and such disability: a. Has existed for not less than ninety (90) consecutive days; and Us expected to be continuous, total, and permanent. 2. The death or disability extended reporting period will start on the date the owner/broker dies or becomes totally and permanently disabled, and will end when one of the following occurs: a.The executor or administrator of the owner/broker's estate has been discharged, b. The total and permanent disability ends, whether or not the owner/broker resumes practice; c.Any insurance is issued which replaces, in whole or in part, the coverage afforded by the death or disability extended reporting period endorsement; d.The limits of liability have been exhausted; or e. Three (3) years have elapsed from the date of the owner/broker's death or total and permanent disability. 3. The Company will issue a death or disability extended reporting period endorsement only if the owner/broker or the owner/broker's representative request it no more than ninety (90) days after the date of the owner/broker's death or total permanent disability, or ninety (90) days after the end of the policy period, whichever is later. Such request must include: a.A copy of the certified death certificate; or b. Written proof, certified by the owner/broker's attending physician, of total permanent disability including the date it occurred. 4. The limit of liability applicable to the extended reporting period will be the limit of liability remaining under the terminated policy or as otherwise required by the regulatory guidelines governing this type of insurance in the Named Insured's state. 5. The extended reporting period will not apply to any pending claim or proceedings; any paid claim; any real estate services performed after the effective date of the extended reporting period; or claims that are covered under any other insurance available to the Insured, or that would be covered but for the exhaustion of the limits. JPP PF (04/11) Page 15 © 2011 X.L. Insurance America, Inc. All Rights Reserved. May not be copied without permission. ASH` Purchase Order ,e \ ~ o `F o= Fiscal Year 2017 Page: 1 of: 1 ifs $ R E G R~o PA(~AL=-- LOW B Ashland Parks Commission M~ MENT~=- - L ATTN: Accounts Payable 20 E. Main Purchase L Ashland, OR 97520 Order # 375 T Phone: 541/552-2010 O Email: payable@ashland.or.us V S C/O Parks Department E FULL CIRCLE REAL ESTATE LLC H Admin Office N 240 EAST MAIN STREET 1 340 South Pioneer D ASHLAND, OR 97520 ! P Ashland, OR 97520 O T Phone: 541/488-5340 R T Fax: ,541 /488-5314 nd~Phan~lumbQnd=~7umtr~ =t_ _ = - - - 541 482-6868 Michael Black Dat rsieT dOKl~m0 ==a a 11 _ 10/1712016_ 1634 FOB ASHLAND OR Parks Accounts Payable AL ME _-E r Real Estate Services 1 Provide real estate services @ $100.00 per hour 1 $10,000.0000 $10,000.00 Not to exceed $10,000.00 Contract for Personal Services less than $35,000 Beginning date: 10/15/2016 Completion date: 10/15/2017 GL SUMMARY 123000 - 604100 $10,000.00 Authorized Signature $10,000.00 FORM #3 CITY OF ASHLAND REQUISITION Date of request: 10/13/16 Required date for delivery: Vendor Name Fell Carrie Real Fstate Address, City, State, Zip 240 E. Main Street, Ashland. OR 97520 Contact Name & Telephone Number Eric Poole, 541-481-6868 Fax Number Email: eapoolell@gmail.com SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption; ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached Attach co of council communication _(If council approval required, attach co of CC ❑ Small Procurement Cooperative Procurement Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ Direct Award Date approved by Council; ❑ State of Oregon Contract # El Verbal/Written quote(s) or proposal(s) -(Attach copy of council communication) ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract # GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract $5,000 to $100,000 ❑ Written quote or proposal attached Agency ❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract # PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement $5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency ® Less than $35,000, by direct appointment E] Written quote or proposal attached Date original contract approved by Council; El (3) Written proposals/written solicitation Date approved by Council: (Date) El Form #4, Personal Services $5K to $75K Valid until: Date - (Attach copy of council communication) Description of SERVICES Total Cost Provide real estate services. $ 10,000.00 Item # Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST ® Per attached quote/proposal $ Project Number _ _ _ _ _ _ - _ _ _ Account Number: 411.12.00.00.604100 Account Number- Account Number - *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: /T Director Date Support -Yes /No By signing this requisition form, I certify that the City's public contracting requirements have been satisfied. Employee: Department Head: .r (Equal for greater than $5,000) Department Manager/Supervisor: City Administrators ( q I to or greater than $25,000) Funds appropriated for current fiscal year: YES / NO Finance Director- (Equal to or greater than $5,000) Date Comments: Form #3 - Requisition